Exhibit 10 .1

Employment Agreement

This Employment Agreement (the “ Agreement ”) is made and entered into as of June 1, 2018, by and between Rod Eson (the “ Executive ”) and Royale Energy, Inc. (formerly known as Royale Energy Holdings, Inc.), a Delaware corporation (“ Royale ” or the “ Company ”).

WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and

WHEREAS, the Executive desires to be employed by the Company on such terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

1.      Term . The Executive’s employment hereunder shall be effective as of June 1, 2018 (the “ Effective Date ”) and shall be for two years from the Effective Date unless terminated pursuant to section 2 of this Agreement. This Agreement shall automatically renew for one (1) successive one-year period, upon the same terms and conditions, unless either party provides written notice of its/his intention not to extend the term of the Agreement at least 90 days’ prior to the renewal date. The period during which the Executive is employed by the Company hereunder is hereinafter referred to as the “ Employment Term. ”

2.      Position and Duties .

2.1      Position . During the Employment Term, the Executive shall serve as the Chief Executive Officer of the Company, reporting to the Chairman of the Board of Directors of the Company (the “ Board ”). As CEO, the Executive shall have such duties, authority, and responsibility as shall be determined from time to time by the Board, which duties, authority, and responsibility are consistent with the Executive’s position. The Executive shall also serve as a member of the Board and, if requested, as an officer or director of any affiliate of the Company for no additional compensation.

2.2      Duties . During the Employment Term, the Executive shall devote substantially all of his business time and attention to the performance of the Executive’s duties hereunder and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (which consent will not be unreasonably withheld or delayed) act or serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization as long as such activities are disclosed in writing to the Company’s Chairman of the Board in accordance with the Company’s Conflict of Interest Policy; (b) purchase or own less than five percent (5%) of the publicly traded securities of any corporation; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided

further that, the activities described in clauses (a) and (b) do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder, including, but not limited to, the obligations set forth in Section 2 hereof. A copy of Executive’s current involvement in other companies either as a partial owner or as a Board member is attached as “ Exhibit A. ”

3.      Compensation .

3.1      Base Salary . The Company shall pay the Executive an annual rate of base salary of $275,000.00 in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly as follows:

The Executive’s base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the base salary during the Employment Term. Additionally, the Board may decrease the base salary during the Employment Term. The Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “ Base Salary . ”

3.2      Initial Bonus . The Company shall grant $250,000 in common shares to Executive as follows: 33.33% of the shares shall vest on the 1 ^st Anniversary of the Effective Date; 33.33% of the shares shall vest on the 2 ^nd Anniversary of the Effective Date; 33.34% of the shares shall vest on the 3 ^rd Anniversary of the Effective Date. The number of shares shall be determined by share price on Executive’s actual start date.

If the Executive is terminated for cause or voluntarily resigns for any reason prior to any shares vesting, the Executive shall forfeit any unvested shares. 

3.3      Annual Bonus .  

(a)     For each calendar year ending during the Employment Term, the Executive shall be eligible to participate in the Company’s bonus plan and receive an annual bonus (the “ Annual Bonus ”) subject to the terms of the Company’s bonus plan, which shall be provided in the sole and absolute discretion of the Compensation Committee of the Board (the “ Compensation Committee ”).

(b)     Except as otherwise provided in Section 0, in order to be eligible to receive an Annual Bonus, the Executive must be employed by the Company on the last day of the applicable calendar year/date that Annual Bonuses are paid.

3.4      Long Term Incentive Plan . During the Employment Term, the Executive shall be eligible to participate in any Long Term Incentive Plan adopted by the Company, subject

to the terms of the Long Term Incentive Plan, as determined in the sole discretion of the Compensation Committee.

3.5      Employee Benefits . During the Employment Term, the Executive shall be entitled to participate in all Employee Benefit Plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, “ Employee Benefit Plans ”), to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or cancel any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.

3.6      Vacation; Paid Time-Off . During the Employment Term, the Executive shall be entitled to twenty-five (25) days of paid vacation per calendar year in accordance with the Company’s vacation policies. The Executive shall receive other paid time-off in accordance with the Company’s policies for executive officers as such policies may exist from time to time.

3.7      Relocation Expenses . The Company shall pay a $50,000 relocation bonus to Executive for his relocation from his current residence to California. If the Executive terminates his employment for any reason or is terminated by the Company for Cause prior to first anniversary of the Effective Date, the Executive shall be required to repay the Company the $50,000 relocation bonus or a pro rata portion thereof pursuant to this Section 3.6 and any Company relocation policy.

3.8      Business Expenses . The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by the Executive in connection with the performance of the Executive’s duties hereunder in accordance with the Company’s expense reimbursement policies and procedures.

3.9      Indemnification .  

(a)     In the event that the Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “ Proceeding ”), other than any Proceeding initiated by the Executive or the Company related to any contest or dispute between the Executive and the Company or any of its affiliates with respect to this Agreement or the Executive’s employment hereunder, by reason of the fact that the Executive is or was a director or officer of the Company, or any affiliate of the Company, or is or was serving at the request of the Company as a director, officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, the Executive shall be indemnified and held harmless by the Company from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’ fees). Costs and expenses incurred by the Executive in defense of such Proceeding (including attorneys’ fees) shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of: (i) a written request for payment; (ii) appropriate documentation

evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on behalf of the Executive to repay the amounts so paid if it shall ultimately be determined that the Executive is not entitled to be indemnified by the Company under this Agreement.

(b)     During the Employment Term and for a period of six (6) years thereafter, the Company or any successor to the Company shall purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to the Executive on terms that are no less favorable than the coverage provided to other directors and similarly situated executives of the Company.

(c)     Notwithstanding any other provision of this Agreement to the contrary, the Company shall have no obligation to indemnify and hold the Executive harmless from any liabilities, costs, claims, or expenses resulting from:

(i)     For an accounting of profits in fact made from the purchase or sale by Indemnitee of securities of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or similar provisions of any state law; or

(ii)     Resulting from Indemnitee’s knowingly fraudulent, dishonest, or willful misconduct, or

(iii)     The payment of which by the Company under this Agreement is not permitted by applicable law.

3.10      Clawback Provisions . Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

4.      Termination of Employment . The Employment Term and the Executive’s employment hereunder may be terminated at any time by either the Company or by the Executive; provided that, unless otherwise provided herein, either party shall be required to give the other party at least 60 days’ advance written notice of any termination of the Executive’s employment. Upon termination of the Executive’s employment during the Employment Term, the Executive shall be entitled to the compensation and benefits described in this Section 4 and shall have no further rights to any compensation or any other benefits from the Company or any of its affiliates.

4.1      Expiration of the Term, for Cause or Voluntary Termination by Executive .  

(a)     The Executive’s employment hereunder may be terminated upon expiration of the Employment Term, by the Company for Cause or by the Executive

for any reason. If the Executive’s employment is terminated upon expiration of the Employment Term, by the Company for Cause or by the Executive for any reason, the Executive shall be entitled to receive:

(i)     a lump sum of the Executive’s accrued but unpaid Base Salary and accrued but unused vacation which shall be paid on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures;

(ii)     reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and

(iii)     such employee benefits, if any, to which the Executive may be entitled under the Company’s Employee Benefit Plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein.

(b)     For purposes of this Agreement, “ Cause ” shall mean:

(i)     the Executive’s willful failure to perform his duties to the Company or with respect to its business (other than any such failure resulting from incapacity due to physical or mental illness);

(ii)     the Executive’s willful failure to comply with any valid and legal directive of the Board;

(iii)     the Executive’s willful engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, injurious to the Company or its affiliates;

(iv)     the Executive’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Company;

(v)     the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude if such felony or other crime materially impairs the Executive’s ability to perform services for the Company or results in harm to the Company or its affiliates as determined by the Board;

(vi)      the Executive’s willful unauthorized disclosure of Confidential Information (as defined below);

(vii)     the Executive’s material breach of any material obligation under this Agreement or any other written agreement between the Executive and the Company; or

For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

Notwithstanding the foregoing, termination of the Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a three-quarters (3/4) of the Board (after reasonable written notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that the Executive has engaged in the conduct described in any of (i)-(vii) above. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the Executive shall have ten (10) business days from the delivery of written notice by the Company within which to cure any acts constituting Cause; provided however, that, if the Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may give the Executive notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of the Executive’s employment without notice and with immediate effect. The Company may place the Executive on paid leave for up to 30 days while it is determining whether there is a basis to terminate the Executive’s employment for Cause.

4.2      Termination by the Company Without Cause

The Employment Term and the Executive’s employment hereunder may be terminated by the Company Without Cause. In the event of such termination, and subject to the Executive’s compliance with Section 5, Section 6, Section 7, and Section 8 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “ Release ”), the Executive shall be entitled to receive the following:

(a)     the sum of six (6) months’ Base Salary and accrued but unpaid vacation pay, if any, payable in equal monthly installment payments and paid in accordance with the Company’s normal payroll practices, which shall begin within 30 days following the Termination Date;

(b)      the Executive’s earned but unpaid Annual Bonus subject to the Company’s Bonus Plan and the Executive’s vested but unpaid Initial Bonus;

(c)     any additional applicable awards, including any Long Term Incentive Plan awards as determined by the terms of such plan;

(d)     reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and

(e)     such employee benefits, if any, to which the Executive may be entitled under the Company’s Employee Benefit Plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein.

4.3      Death or Disability .  

(a)     The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability.

(b)     If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, such termination shall be treated as a termination of this Agreement by the Executive, under Section 4.1, and the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the amounts provided under Section 4.1(a)(1)-(iii).

(c)     For purposes of this Agreement, “ Disability ” shall mean the Executive is entitled to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred twenty (120) days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

4.4      Change in Control Termination .  

(a)     Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Section 1 or without Cause (other than on account of the Executive’s Death or Disability), in each case within twelve (12) months following a Change in Control,

and subject to the Executive’s compliance with Section 5, Section 6, Section 7 and Section 8 of this Agreement and his execution of a Release, the Executive shall be entitled to receive the following:

(i)     the lump sum of one (1) year’s salary any accrued, but unused vacation pay, if any, which shall be paid within 30 days following the Termination Date;

(ii)     the Executive’s earned but unpaid Annual Bonus subject to the Company’s Bonus Plan.

(iii)     reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy;

(iv)     such employee benefits, if any, to which the Executive may be entitled under the Company’s Employee Benefit Plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein; and

(v)     any additional awards, including any Long Term Incentive Plan awards as determined by the terms of such plan. Notwithstanding the terms of any Long Term Incentive Plan, all outstanding unvested Long Term Incentive Plan awards granted to the Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term;

(b)     If the Executive timely and properly elects health continuation coverage under COBRA, the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the 15 ^th day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteen-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; or (iii) the date on which the Executive receives/becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company's making payments under this Section 5.4(b) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA, the parties agree to reform this Section 5.4(b) in a manner as is necessary to comply with the ACA.

(c)     For purposes of this Agreement, “ Change in Control ” shall mean the occurrence of any of the following after the Effective Date:

(i)     one person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such

person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation; provided that, a Change in Control shall not occur if any person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of the Company’s stock and acquires additional stock;

(ii)     one person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the Company’s stock possessing 30% or more of the total voting power of the stock of such corporation;

(iii)     a majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or

(iv)     the sale of all or substantially all of the Company’s assets.

Notwithstanding the foregoing, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A.

4.5      Notice of Termination . Any termination of the Executive’s employment hereunder by the Company or by the Executive during the Employment Term (other than termination pursuant to Section 4.3(a) on account of the Executive’s death) shall be communicated by written notice of termination (“ Notice of Termination ”) to the other party hereto in accordance with Section 23. The Notice of Termination shall specify:

(a)     The termination provision of this Agreement relied upon;

(b)     To the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated; and

(c)     The applicable Termination Date.

4.6      Termination Date . The Executive’s “ Termination Date ” shall be:

(a)     If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death;

(b)     If the Executive’s employment hereunder is terminated on account of the Executive’s Disability, the date that it is determined that the Executive has a Disability;

(c)     If the Company terminates the Executive’s employment hereunder for Cause, the date the Notice of Termination is delivered to the Executive;

(d)     If the Company terminates the Executive’s employment hereunder without Cause, the date specified in the Notice of Termination, which shall be no less than 60 days following the date on which the Notice of Termination is delivered;

(e)     If the Executive terminates his employment hereunder for any reason, the date specified in the Executive’s Notice of Termination, which shall be no less than 60 days following the date on which the Notice of Termination is delivered; and

(f)     If the Executive’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal.

Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

4.7      Mitigation . In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, any amounts payable pursuant to this Section 4 shall not be reduced by compensation the Executive earns on account of employment with a subsequent employer.

4.8      Resignation of All Other Positions . Upon termination of the Executive’s employment hereunder for any reason, the Executive agrees to resign, effective on the Termination Date and shall be deemed to have resigned from all positions that the Executive holds as an officer or member of the Board (or a committee thereof) of the Company or any of its affiliates.

4.9      Section 280G .  

(a)      If any of the payments or benefits received or to be received by the Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement, or otherwise) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code and will be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Company shall pay to the Executive, no later than the time such Excise Tax is required to be paid by the Executive or withheld by the Company, an additional amount equal to the sum of the Excise Tax payable by the Executive, plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state, and local excise, income, or other taxes at the highest applicable rates on such 280G Payments and on any payments under this Section 4.9 or otherwise) as if no Excise Tax had been imposed.

(b)     All calculations and determinations under this Section 4.9 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the   “ Tax Counsel ” ) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this Section 4.9, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 4.9. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

5.      Cooperation . The parties agree that certain matters in which the Executive will be involved during the Employment Term may necessitate the Executive’s cooperation in the future. Accordingly, following the termination of the Executive’s employment for any reason, to the extent reasonably requested by the Board, the Executive shall cooperate with the Company in connection with matters arising out of the Executive’s service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption of the Executive’s other activities. The Company shall reimburse the Executive for reasonable expenses incurred in connection with such cooperation.

6.      Confidential Information . The Executive understands and acknowledges that during the Employment Term, he will be provided and have access to Confidential Information, as defined below.

6.1      Confidential Information .  

(a)      Definition .

The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge and data relating to the Company, and its affiliates, including without limitation any trade secrets, which shall have been obtained by the Executive during the Executive’s employment with the Company and which shall not be or have become public knowledge or known within the relevant trade or industry (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). For purposes of this Agreement, “ Confidential Information ” includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: trade secrets, technical materials and information, geological and geophysical information and studies, seismic information and studies, reserve data, prospect data, maps and logs, bid data and transaction information, processes and technologies, compilations of information, engineering information, or specifications that are used or may eventually be used in the operation of the Company’s business; databases or information regarding the Company’s direct working interest program, practices, methods, policies, research, operations, services, strategies, techniques, agreements, transactions, potential transactions, know-how, records, material, customer information, prospective customer information, customer

lists, prospective customer lists, supplier information, supplier lists, vendor information, vendor lists, financial information, marketing information, pricing information, market studies, sales information, revenue, communications, and product plans.

The Executive understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.

The Executive understands and agrees that Confidential Information includes information developed by him in the course of his employment by the Company as if the Company furnished the same Confidential Information to the Executive in the first instance. Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to the Executive; provided that, such disclosure is through no direct or indirect fault of the Executive or person(s) acting on the Executive’s behalf.

(b)      Company Creation and Use of Confidential Information .

The Executive understands and acknowledges that the Company has invested, and continues to invest, substantial time, money, and specialized knowledge into developing its resources, creating a customer base, generating customer and potential customer lists, training its employees, and improving its offerings in the field of energy and oil and gas. The Executive understands and acknowledges that as a result of these efforts, the Company has created, and continues to use and create Confidential Information. This Confidential Information provides the Company with a competitive advantage over others in the marketplace.

(c)      Disclosure and Use Restrictions .

The Executive agrees and covenants during the Employment Term and thereafter: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever, including other employees of the Company not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of Chairman of the Board acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company, except

as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Chairman of the Board acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order.

(d)      Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 ( “ DTSA ” ) . Notwithstanding any other provision of this Agreement:

(i)     The Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that:

(A)      is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or

(B)     is made in a complaint or other document filed under seal in a lawsuit or other proceeding.

(ii)     If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive:

(A)      files any document containing trade secrets under seal; and

(B)     does not disclose trade secrets, except pursuant to court order.

The Executive understands and acknowledges that his obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Executive first having access to such Confidential Information (whether before or after he begins employment by the Company) and shall continue during and after his employment by the Company until such time as such Confidential Information has become public knowledge other than as a result of the Executive’s breach of this Agreement or breach by those acting in concert with the Executive or on the Executive’s behalf.

7.      Non-Solicitation .

7.1     While employed by the Company and for a period of one (1) year following the Termination Date, regardless of the reason for the termination, other than in the ordinary course of the Executive’s duties for the Company:

(a)     the Executive shall not, without the prior consent of the Board, directly or indirectly solicit, induce, or encourage any employee of Company or any of its respective affiliates who is employed on the Termination Date (or at any time within six months of such date) to terminate his or her employment with such entity; and

(b)     while employed by the Company and thereafter, regardless of the reason for the termination, the Executive shall not, without the prior consent of the Board, use any Confidential Information to hire any employee of the Company.

7.2     The Company acknowledges that its employees may join entities with which the Executive is affiliated and that such event shall not constitute a violation of this Agreement if the Executive was not involved in the solicitation, hiring or identification of such employee as a potential recruit.

7.3     Should the Executive violate any of the terms of this Section 7, the obligation at issue will run from the first date on which the Executive ceases to be in violation of such obligation.

7.4     Irreparable Harm. In recognition of the facts that irreparable injury will result to the Company in the event of a breach by the Executive of his obligations under Sections 6.1 or 7.1(a)-(b) above, that monetary damages for such breach would not be readily calculable, and that the Company would not have an adequate remedy at law therefor, the Executive acknowledges, consents and agrees that, in the event of any such breach, or the threat thereof, the Company shall be entitled, in addition to any other legal remedies and damages available, to specific performance thereof and to temporary and permanent injunctive relief (without the necessity of posting a bond) to restrain the violation or threatened violation of such obligations by the Executive. In no event shall an asserted violation of the provisions of Section 6 or 7 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. 

7.5      Acknowledgement . The Executive acknowledges and agrees that the services to be rendered by him to the Company are of a special and unique character; that the Executive will obtain knowledge and skill relevant to the Company’s industry, methods of doing business and marketing strategies by virtue of the Executive’s employment; and that the restrictive covenants and other terms and conditions of this Agreement are reasonable and reasonably necessary to protect the legitimate business interest of the Company.

8.      Non-Disparagement . The Executive agrees and covenants that he will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its affiliates, or any of their employees, officers, or directors.

This Section 8 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying

with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

9.      Remedies . In the event of a breach or threatened breach by the Executive of Section 6 or Section 7, or Section 8 of this Agreement, the Executive hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.

10.      Arbitration .

10.1       General . Any controversy, dispute or claim between the Executive and Company, or any of its respective parents, subsidiaries, affiliates or any of their officers, directors, agents or other employees, relating to the Executive’s employment or the termination thereof, shall be resolved by final and binding arbitration, at the request of any party hereto. The arbitrability of any controversy, dispute or claim under this Agreement or any other agreement between the parties hereto shall be determined by application of the substantive provisions of the Federal Arbitration Act (9 U.S.C. sections 1 and 2) and by application of the procedural provisions of California law, except as provided herein. Arbitration shall be the exclusive method for resolving any dispute and all remedies available from a court of competent jurisdiction shall be available; provided, that either party may request provisional relief from a court of competent jurisdiction if such relief is not available in a timely fashion through arbitration. The claims which are to be arbitrated include, but are not limited to, any claim arising out of or relating to this Agreement or the employment relationship between the Executive and the Company, claims for wages and other compensation, claims for breach of contract (express or implied), claims for violation of public policy, wrongful termination, tort claims, claims for unlawful discrimination and/or harassment (including, but not limited to, race, religious creed, color, national origin, ancestry, physical disability, mental disability, gender identity or expression, medical condition, marital status, age, pregnancy, sex or sexual orientation) to the extent allowed by law, and claims for violation of any federal, state, or other government law, statute, regulation, or ordinance, except for claims for workers’ compensation and unemployment insurance benefits. This Agreement shall not be interpreted to provide for arbitration of any dispute that does not constitute a claim recognized under applicable law.  

10.2      Selection of Arbitrator . The Executive and the Company shall select a single neutral arbitrator by mutual agreement. If the Executive and the Company are unable to agree on a neutral arbitrator within thirty days of a demand for arbitration, either party may elect to obtain a list of arbitrators from the American Arbitration Association (“AAA”), and the arbitrator shall be selected by alternate striking of names from the list until a single arbitrator remains. The party initiating the arbitration shall be the first to strike a name. Any demand for arbitration must be in writing and must be made by the aggrieved party within the statute of limitations period provided under applicable state and/or federal law for the

particular claim(s). Failure to make a written demand within the applicable statutory period constitutes a waiver of the right to assert that claim in any forum.

10.3      Venue; Process . Arbitration proceedings shall be held in San Diego County, California. The arbitrator shall apply applicable state and/or federal substantive law to determine issues of liability and damages regarding all claims to be arbitrated, and shall apply the Federal Rules of Evidence to the proceeding. The parties shall be entitled to conduct reasonable discovery and the arbitrator shall have the authority to determine what constitutes reasonable discovery. The arbitrator shall hear motions for summary judgment/adjudication as provided in the Federal Rules of Civil Procedure. Within thirty days following the hearing and the submission of the matter to the arbitrator, the arbitrator shall issue a written opinion and award which shall be signed and dated. The arbitrator’s award shall decide all issues submitted by the parties, but the arbitrator may not decide any issue not submitted. The opinion and award shall include factual findings and the reasons upon which the decision is based. The arbitrator shall be permitted to award only those remedies in law or equity which are requested by the parties and allowed by law. 

10.4      Costs . The parties shall each bear their own costs and fees.

10.5      Waiver of Rights . Both the Company and the Executive understand that, by agreeing to use arbitration to resolve disputes, they are giving up any right that they may have to a judge or jury trial with regard to all issues concerning employment or otherwise covered by this Section 11. 

11.      Proprietary Rights .

11.1      Work Product . The Executive acknowledges and agrees that all right, title, and interest in and to all writings, works of authorship, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to practice by the Executive individually or jointly with others during the period of his employment by the Company and relate in any way to the business or contemplated business, products, activities, research, or development of the Company or result from any work performed by the Executive for the Company (in each case, regardless of when or where prepared or whose equipment or other resources is used in preparing the same), all rights and claims related to the foregoing, and all printed, physical and electronic copies, and other tangible embodiments thereof (collectively, “ Work Product ”), as well as any and all rights in and to United States and foreign (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (c) copyrights, copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms of protection in any

part of the world (collectively, “ Intellectual Property Rights ”), shall be the sole and exclusive property of the Company.

For purposes of this Agreement, Work Product includes, but is not limited to, Company information, including plans, research, strategies, techniques, agreements, documents, know-how, computer programs, computer applications, software design, databases, developments, reports, market studies, formulas, product plans, inventions, original works of authorship, discoveries, experimental processes, experimental results, specifications, marketing information, advertising information, and sales information.

11.2      Work Made for Hire; Assignment . The Executive acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “work made for hire” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, the Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive’s entire right, title, and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title, or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company would have had in the absence of this Agreement.

11.3      Further Assurances; Power of Attorney . During and after his employment, the Executive agrees to reasonably cooperate with the Company to (a) apply for, obtain, perfect, and transfer to the Company the Work Product as well as any and all Intellectual Property Rights in the Work Product in any jurisdiction in the world; and (b) maintain, protect and enforce the same, including, without limitation, giving testimony and executing and delivering to the Company any and all applications, oaths, declarations, affidavits, waivers, assignments, and other documents and instruments as shall be requested by the Company. The Executive hereby irrevocably grants the Company power of attorney to execute and deliver any such documents on the Executive’s behalf in his name and to do all other lawfully permitted acts to transfer the Work Product to the Company and further the transfer, prosecution, issuance, and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if the Executive does not promptly cooperate with the Company’s request (without limiting the rights the Company shall have in such circumstances by operation of law). The power of attorney is coupled with an interest and shall not be affected by the Executive’s subsequent incapacity.

11.4      No License . The Executive understands that this Agreement does not, and shall not be construed to grant the Executive any license or right of any nature with respect to any Work Product or Intellectual Property Rights or any Confidential Information, materials, software, or other tools made available to him by the Company.

12.      Security .

12.1      Security and Access . The Executive agrees and covenants (a) to comply with all Company security policies and procedures as in force from time to time including without limitation those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, computer systems, e-mail systems, computer networks, document storage systems, software, data security, encryption, firewalls, passwords and any and all other Company facilities, IT resources and communication technologies (“ Facilities and Information Technology Resources ”); (b) not to access or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not to access or use any Facilities and Information Technology Resources in any manner after the termination of the Executive’s employment by the Company, whether termination is voluntary or involuntary. The Executive agrees to notify the Company promptly in the event he learns of any violation of the foregoing by others, or of any other misappropriation or unauthorized access, use, reproduction, or reverse engineering of, or tampering with any Facilities and Information Technology Resources or other Company property or materials by others.

12.2      Exit Obligations /Return of Company Property . Upon the termination of the Executive’s employment with the Employer for any reason, the Executive shall immediately return and deliver to the Employer any and all Company property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, PDAs, equipment, manuals, reports, files, books, compilations, work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives, and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company or any of its business associates or created by the Executive in connection with his employment by the Company. If at any time after the Employment Period, the Executive determines that he has any Proprietary Information or other such materials in his possession or control, or any copy thereof, the Executive shall immediately return to the Employer all such information and materials, including all copies and portions thereof. Nothing herein shall prevent the Executive from retaining a copy of his personal papers, information or documentation relating to his compensation.

13.      Publicity . The Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and licensees, of the Executive’s name, voice, likeness, image, appearance, and biographical information in, on or in connection with any pictures, photographs, audio and video recordings, digital images, websites, television programs and advertising, other advertising and publicity, sales and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes, and all other printed and electronic forms and media throughout the world, at any time during or after the period of his employment by the Company, for all legitimate commercial and business purposes of the Company (“ Permitted Uses ”) without further consent from or royalty, payment, or other compensation to the Executive. The Executive hereby forever waives and releases the Company and its directors,

officers, employees, and agents from any and all claims, actions, damages, losses, costs, expenses, and liability of any kind, arising under any legal or equitable theory whatsoever at any time during or after the period of his employment by the Company, arising directly or indirectly from the Company’s and its agents’, representatives’, and licensees’ exercise of their rights in connection with any Permitted Uses.

14.      Governing Law: Jurisdiction and Venue . This Agreement, for all purposes, shall be construed in accordance with the laws of California without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in San Diego County, California.

15.      Entire Agreement . Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.

16.      Modification and Waiver . No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and Chairman of the Board of the Company. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

17.      Severability . Should any provision of this Agreement be held by an arbitrator to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.

The parties further agree that an arbitrator is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law.

The parties expressly agree that this Agreement as so modified by the arbitrator shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.

18.      Captions . Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

19.      Counterparts . This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

20.      Section 409A .

20.1      General Compliance . This Agreement is intended to comply with Section 409A of the Internal Revenue Code and the treasury promulgated thereunder (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

20.2      Specified Employees . Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Termination Date or, if earlier, on the Executive’s death (the “ Specified Employee Payment Date ”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date and interest on such amounts calculated based on the applicable federal rate published by the Internal Revenue Service for the month in which the Executive’s separation from service occurs shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

20.3      Reimbursements . To the extent required by Section 409A and Treasury regulation Section 1.409A-3(i)(1)(iv), each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

(a)     the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;

(b)     any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

(c)     any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

20.4      Tax Gross-ups . Any tax gross-up payments provided under this Agreement shall be paid to the Executive on or before December 31 of the calendar year immediately following the calendar year in which the Executive remits the related taxes.

21.      Successors and Assigns . This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported assignment by the Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors and assigns.

22.      Notice . Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):

If to the Company:

Royale Energy, Inc.

1870 Cordell Court, Suite 210

El Cajon, California 92020

Attention: Chairman

If to the Executive:

Rod Eson

P.O. Box 131512

Spring, Texas 77393

23.      Representations of the Executive . The Executive represents and warrants to the Company that the Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which he is a party or is otherwise bound. The Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer.

24.      Withholding . The Company shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

25.      Survival . Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

26.      Acknowledgement of Full Understanding . THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Exhibit 10.2

Employment Agreement

This Employment Agreement (the “ Agreement ”) is made and entered on October 10, 2018, to be effective as of March 1, 2018, by and between Johnny Jordan (the “ Executive ”) and Royale Energy, Inc. (formerly known as Royale Energy Holdings, Inc.), a Delaware corporation (“ Royale ” or the “ Company ”).

WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and

WHEREAS, the Executive desires to be employed by the Company on such terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

1.      Term . The Executive’s employment hereunder shall be effective as of March 1, 2018 (the “ Effective Date ”), and shall be for two years from the Effective Date unless terminated pursuant to section 4 of this Agreement. This Agreement shall automatically renew for one (1) successive one-year period, upon the same terms and conditions, unless either party provides written notice of its/his intention not to extend the term of the Agreement at least 90 days’ prior to the renewal date. The period during which the Executive is employed by the Company hereunder is hereinafter referred to as the “ Employment Term. ”

2.      Position and Duties .

2.1      Position . During the Employment Term, the Executive shall serve as the President and Chief Operating Officer of the Company, reporting to the Chairman of the Board of Directors of the Company (the “ Board ”). As President and Chief Operating Officer, the Executive shall have such duties, authority, and responsibility as shall be determined from time to time by the Board, which duties, authority, and responsibility are consistent with the Executive’s position. The Executive shall also serve as a member of the Board and, if requested, as an officer or director of any affiliate of the Company for no additional compensation.

2.2      Duties . During the Employment Term, the Executive shall devote substantially all of his business time and attention to the performance of the Executive’s duties hereunder and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (which consent will not be unreasonably withheld or delayed) act or serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization as long as such activities are disclosed in writing to the Company’s Chairman of the Board in accordance with the Company’s Conflict of Interest Policy; (b) purchase or own less than five percent (5%) of the publicly traded securities of any corporation;

provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that, the activities described in clauses (a) and (b) do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder, including, but not limited to, the obligations set forth in Section 2 hereof. The Company consent to the Executive’s current involvement in other companies either as a partial owner or as a board member on attached as “ Exhibit A , ” as it may be amended and supplemented from time to time.

3.      Compensation .

3.1      Base Salary . The Company shall pay the Executive an annual rate of base salary of $250,000 in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. The salary shall be paid in shares of common stock that equate to the value of each periodic payment until the Company achieves a positive ratio of earnings to interest, tax, dividend and amortization or until the Company’s chief executive officer, in his discretion, determines that it is in the best interest of the Company that the Executive’s salary should be paid in cash or in a combination of cash and common stock.

The Executive’s base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the base salary during the Employment Term. Additionally, the Board may decrease the base salary during the Employment Term. The Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “ Base Salary . ”

3.2      Annual Bonus .  

(a)     For each calendar year ending during the Employment Term, the Executive shall be eligible to participate in the Company’s bonus plan and receive an annual bonus (the “ Annual Bonus ”) subject to the terms of the Company’s bonus plan, which shall be provided in the sole and absolute discretion of the Compensation Committee of the Board (the “ Compensation Committee ”).

(b)     Except as otherwise provided in Section 4, in order to be eligible to receive an Annual Bonus, the Executive must be employed by the Company on the last day of the applicable calendar year/date that Annual Bonuses are paid.

3.3      Long Term Incentive Plan . During the Employment Term, the Executive shall be eligible to participate in any Long Term Incentive Plan adopted by the Company, subject to the terms of the Long Term Incentive Plan, as determined in the sole discretion of the Compensation Committee.

3.4      Employee Benefits . During the Employment Term, the Executive shall be entitled to participate in all Employee Benefit Plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, “ Employee Benefit Plans ”), to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or cancel any Employee Benefit Plans at

any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.

3.5      Vacation; Paid Time-Off . During the Employment Term, the Executive shall be entitled to twenty-five (25) days of paid vacation per calendar year in accordance with the Company’s vacation policies. The Executive shall receive other paid time-off in accordance with the Company’s policies for executive officers as such policies may exist from time to time.

3.6      Business Expenses . The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by the Executive in connection with the performance of the Executive’s duties hereunder in accordance with the Company’s expense reimbursement policies and procedures.

3.7      Indemnification .  

(a)     In the event that the Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “ Proceeding ”), other than any Proceeding initiated by the Executive or the Company related to any contest or dispute between the Executive and the Company or any of its affiliates with respect to this Agreement or the Executive’s employment hereunder, by reason of the fact that the Executive is or was a director or officer of the Company, or any affiliate of the Company, or is or was serving at the request of the Company as a director, officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, the Executive shall be indemnified and held harmless by the Company from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’ fees). Costs and expenses incurred by the Executive in defense of such Proceeding (including attorneys’ fees) shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of: (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on behalf of the Executive to repay the amounts so paid if it shall ultimately be determined that the Executive is not entitled to be indemnified by the Company under this Agreement.

(b)     During the Employment Term and for a period of six (6) years thereafter, the Company or any successor to the Company shall purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to the Executive on terms that are no less favorable than the coverage provided to other directors and similarly situated executives of the Company.

(c)     Notwithstanding any other provision of this Agreement to the contrary, the Company shall have no obligation to indemnify and hold the Executive harmless from any liabilities, costs, claims, or expenses resulting from:

(i)     For an accounting of profits in fact made from the purchase or sale by Indemnitee of securities of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or similar provisions of any state law; or

(ii)     Resulting from Indemnitee’s knowingly fraudulent, dishonest, or willful misconduct, or

(iii)     The payment of which by the Company under this Agreement is not permitted by applicable law.

3.8      Clawback Provisions . Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

4.      Termination of Employment . The Employment Term and the Executive’s employment hereunder may be terminated at any time by either the Company or by the Executive; provided that, unless otherwise provided herein, either party shall be required to give the other party at least 60 days’ advance written notice of any termination of the Executive’s employment. Upon termination of the Executive’s employment during the Employment Term, the Executive shall be entitled to the compensation and benefits described in this Section 4 and shall have no further rights to any compensation or any other benefits from the Company or any of its affiliates.

4.1      Expiration of the Term, for Cause or Voluntary Termination by Executive .  

(a)     The Executive’s employment hereunder may be terminated upon expiration of the Employment Term, by the Company for Cause or by the Executive for any reason. If the Executive’s employment is terminated upon expiration of the Employment Term, by the Company for Cause or by the Executive for any reason, the Executive shall be entitled to receive:

(i)     a lump sum of the Executive’s accrued but unpaid Base Salary and accrued but unused vacation which shall be paid on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures;

(ii)     reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and

(iii)     such employee benefits, if any, to which the Executive may be entitled under the Company’s Employee Benefit Plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments

in the nature of severance or termination payments except as specifically provided herein.

(b)     For purposes of this Agreement, “ Cause ” shall mean:

(i)     the Executive’s willful failure to perform his duties to the Company or with respect to its business (other than any such failure resulting from incapacity due to physical or mental illness);

(ii)     the Executive’s willful failure to comply with any valid and legal directive of the Board;

(iii)     the Executive’s willful engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, injurious to the Company or its affiliates;

(iv)     the Executive’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Company;

(v)     the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude if such felony or other crime materially impairs the Executive’s ability to perform services for the Company or results in harm to the Company or its affiliates as determined by the Board;

(vi)      the Executive’s willful unauthorized disclosure of Confidential Information (as defined below);

(vii)     the Executive’s material breach of any material obligation under this Agreement or any other written agreement between the Executive and the Company; or

For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

Notwithstanding the foregoing, termination of the Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a three-quarters (3/4) of the Board (after reasonable written notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that the Executive has engaged in the

conduct described in any of (i)-(vii) above. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the Executive shall have ten (10) business days from the delivery of written notice by the Company within which to cure any acts constituting Cause; provided however, that, if the Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may give the Executive notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of the Executive’s employment without notice and with immediate effect. The Company may place the Executive on paid leave for up to 30 days while it is determining whether there is a basis to terminate the Executive’s employment for Cause.

4.2      Termination by the Company Without Cause

The Employment Term and the Executive’s employment hereunder may be terminated by the Company Without Cause. In the event of such termination, and subject to the Executive’s compliance with Section 5, Section 6, Section 7, and Section 8 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “ Release ”), the Executive shall be entitled to receive the following:

(a)     the sum of eighteen (18) months’ Base Salary and accrued but unpaid vacation pay, if any, payable in equal monthly installment payments and paid in accordance with the Company’s normal payroll practices, which shall begin within 30 days following the Termination Date;

(b)      the Executive’s earned but unpaid Annual Bonus subject to the Company’s Bonus Plan and the Executive’s vested but unpaid Initial Bonus;

(c)     any additional applicable awards, including any Long Term Incentive Plan awards as determined by the terms of such plan;

(d)     reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and

(e)     such employee benefits, if any, to which the Executive may be entitled under the Company’s Employee Benefit Plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein.

4.3      Death or Disability .  

(a)     The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability.

(b)     If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, such termination shall be treated as a termination of this Agreement by the Executive, under Section 4.1, and the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the amounts provided under Section 4.1(a)(1)-(iii).

(c)     For purposes of this Agreement, “ Disability ” shall mean the Executive is entitled to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred twenty (120) days; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

4.4      Change in Control Termination .  

(a)     Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Section 1 or without Cause (other than on account of the Executive’s Death or Disability), in each case within twelve (12) months following a Change in Control, and subject to the Executive’s compliance with Section 5, Section 6, Section 7 and Section 8 of this Agreement and his execution of a Release, the Executive shall be entitled to receive the following:

(i)     the lump sum of two (2) years’ salary and any accrued, but unused vacation pay, if any, which shall be paid within 30 days following the Termination Date;

(ii)     the Executive’s earned but unpaid Annual Bonus subject to the Company’s Bonus Plan;

(iii)     reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy;

(iv)     such employee benefits, if any, to which the Executive may be entitled under the Company’s Employee Benefit Plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein; and

(v)     any additional awards, including any Long Term Incentive Plan awards as determined by the terms of such plan. Notwithstanding the terms of any Long Term Incentive Plan, all outstanding unvested Long Term Incentive Plan awards granted to the Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term;

(b)     If the Executive timely and properly elects health continuation coverage under COBRA, the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the 15 ^th day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twenty-four-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; or (iii) the date on which the Executive receives/becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company's making payments under this Section 5.4(b) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA, the parties agree to reform this Section 5.4(b) in a manner as is necessary to comply with the ACA.

(c)     For purposes of this Agreement, “ Change in Control ” shall mean the occurrence of any of the following after the Effective Date:

(i)     one person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation; provided that, a Change in Control shall not occur if any person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of the Company’s stock and acquires additional stock;

(ii)     one person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the Company’s stock possessing 30% or more of the total voting power of the stock of such corporation;

(iii)     a majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not

endorsed by a majority of the Board before the date of appointment or election; or

(iv)     the sale of all or substantially all of the Company’s assets.

Notwithstanding the foregoing, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A.

4.5      Notice of Termination . Any termination of the Executive’s employment hereunder by the Company or by the Executive during the Employment Term (other than termination pursuant to Section 4.3(a) on account of the Executive’s death) shall be communicated by written notice of termination (“ Notice of Termination ”) to the other party hereto in accordance with Section 23. The Notice of Termination shall specify:

(a)     The termination provision of this Agreement relied upon;

(b)     To the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated; and

(c)     The applicable Termination Date.

4.6      Termination Date . The Executive’s “ Termination Date ” shall be:

(a)     If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death;

(b)     If the Executive’s employment hereunder is terminated on account of the Executive’s Disability, the date that it is determined that the Executive has a Disability;

(c)     If the Company terminates the Executive’s employment hereunder for Cause, the date the Notice of Termination is delivered to the Executive;

(d)     If the Company terminates the Executive’s employment hereunder without Cause, the date specified in the Notice of Termination, which shall be no less than 60 days following the date on which the Notice of Termination is delivered;

(e)     If the Executive terminates his employment hereunder for any reason, the date specified in the Executive’s Notice of Termination, which shall be no less than 60 days following the date on which the Notice of Termination is delivered; and

(f)     If the Executive’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal.

Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

4.7      Mitigation . In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, any amounts payable pursuant to this Section 4 shall not be reduced by compensation the Executive earns on account of employment with a subsequent employer.

4.8      Resignation of All Other Positions . Upon termination of the Executive’s employment hereunder for any reason, the Executive agrees to resign, effective on the Termination Date and shall be deemed to have resigned from all positions that the Executive holds as an officer or member of the Board (or a committee thereof) of the Company or any of its affiliates.

4.9      Section 280G .  

(a)      If any of the payments or benefits received or to be received by the Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement, or otherwise) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code and will be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Company shall pay to the Executive, no later than the time such Excise Tax is required to be paid by the Executive or withheld by the Company, an additional amount equal to the sum of the Excise Tax payable by the Executive, plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state, and local excise, income, or other taxes at the highest applicable rates on such 280G Payments and on any payments under this Section 4.9 or otherwise) as if no Excise Tax had been imposed.

(b)     All calculations and determinations under this Section 4.9 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the   “ Tax Counsel ” ) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this Section 4.9, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 4.9. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

5.      Cooperation . The parties agree that certain matters in which the Executive will be involved during the Employment Term may necessitate the Executive’s cooperation in the future. Accordingly, following the termination of the Executive’s employment for any reason, to the extent reasonably requested by the Board, the Executive shall cooperate with the Company in connection with matters arising out of the Executive’s service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption of the Executive’s other activities. The Company shall reimburse the Executive for reasonable expenses incurred in connection with such cooperation.

6.      Confidential Information . The Executive understands and acknowledges that during the Employment Term, he will be provided and have access to Confidential Information, as defined below.

6.1      Confidential Information .  

(a)      Definition .

The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge and data relating to the Company, and its affiliates, including without limitation any trade secrets, which shall have been obtained by the Executive during the Executive’s employment with the Company and which shall not be or have become public knowledge or known within the relevant trade or industry (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). For purposes of this Agreement, “ Confidential Information ” includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: trade secrets, technical materials and information, geological and geophysical information and studies, seismic information and studies, reserve data, prospect data, maps and logs, bid data and transaction information, processes and technologies, compilations of information, engineering information, or specifications that are used or may eventually be used in the operation of the Company’s business; databases or information regarding the Company’s direct working interest program, practices, methods, policies, research, operations, services, strategies, techniques, agreements, transactions, potential transactions, know-how, records, material, customer information, prospective customer information, customer lists, prospective customer lists, supplier information, supplier lists, vendor information, vendor lists, financial information, marketing information, pricing information, market studies, sales information, revenue, communications, and product plans.

The Executive understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.

The Executive understands and agrees that Confidential Information includes information developed by him in the course of his employment by the Company as if the Company furnished the same Confidential Information to the Executive in the first instance. Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to the Executive; provided that, such disclosure is through no direct or indirect fault of the Executive or person(s) acting on the Executive’s behalf.

(b)      Company Creation and Use of Confidential Information .

The Executive understands and acknowledges that the Company has invested, and continues to invest, substantial time, money, and specialized knowledge into developing its resources, creating a customer base, generating customer and potential customer lists, training its employees, and improving its offerings in the field of energy and oil and gas. The Executive understands and acknowledges that as a result of these efforts, the Company has created, and continues to use and create Confidential Information. This Confidential Information provides the Company with a competitive advantage over others in the marketplace.

(c)      Disclosure and Use Restrictions .

The Executive agrees and covenants during the Employment Term and thereafter: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever, including other employees of the Company not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of Chairman of the Board acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Chairman of the Board acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order.

(d)      Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 ( “ DTSA ” ) . Notwithstanding any other provision of this Agreement:

(i)     The Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that:

(A)      is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or

(B)     is made in a complaint or other document filed under seal in a lawsuit or other proceeding.

(ii)     If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive:

(A)      files any document containing trade secrets under seal; and

(B)     does not disclose trade secrets, except pursuant to court order.

The Executive understands and acknowledges that his obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Executive first having access to such Confidential Information (whether before or after he begins employment by the Company) and shall continue during and after his employment by the Company until such time as such Confidential Information has become public knowledge other than as a result of the Executive’s breach of this Agreement or breach by those acting in concert with the Executive or on the Executive’s behalf.

(e)      No License . The Executive understands that this Agreement does not, and shall not be construed to grant the Executive any license or right of any nature with respect to any Confidential Information, materials, software, or other tools made available to him by the Company.

7.      Non-Solicitation .

7.1     While employed by the Company and for a period of one (1) year following the Termination Date, regardless of the reason for the termination, other than in the ordinary course of the Executive’s duties for the Company:

(a)     the Executive shall not, without the prior consent of the Board, directly or indirectly solicit, induce, or encourage any employee of Company or any of its

respective affiliates who is employed on the Termination Date (or at any time within six months of such date) to terminate his or her employment with such entity; and

(b)     while employed by the Company and thereafter, regardless of the reason for the termination, the Executive shall not, without the prior consent of the Board, use any Confidential Information to hire any employee of the Company.

7.2     The Company acknowledges that its employees may join entities with which the Executive is affiliated and that such event shall not constitute a violation of this Agreement if the Executive was not involved in the solicitation, hiring or identification of such employee as a potential recruit.

7.3     Should the Executive violate any of the terms of this Section 7, the obligation at issue will run from the first date on which the Executive ceases to be in violation of such obligation.

7.4     Irreparable Harm. In recognition of the facts that irreparable injury will result to the Company in the event of a breach by the Executive of his obligations under Sections 6.1 or 7.1(a)-(b) above, that monetary damages for such breach would not be readily calculable, and that the Company would not have an adequate remedy at law therefor, the Executive acknowledges, consents and agrees that, in the event of any such breach, or the threat thereof, the Company shall be entitled, in addition to any other legal remedies and damages available, to specific performance thereof and to temporary and permanent injunctive relief (without the necessity of posting a bond) to restrain the violation or threatened violation of such obligations by the Executive. In no event shall an asserted violation of the provisions of Section 6 or 7 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. 

7.5      Acknowledgement . The Executive acknowledges and agrees that the services to be rendered by him to the Company are of a special and unique character; that the Executive will obtain knowledge and skill relevant to the Company’s industry, methods of doing business and marketing strategies by virtue of the Executive’s employment; and that the restrictive covenants and other terms and conditions of this Agreement are reasonable and reasonably necessary to protect the legitimate business interest of the Company.

8.      Non-Disparagement . The Executive agrees and covenants that he will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its affiliates, or any of their employees, officers, or directors.

This Section 8 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

9.      Remedies . In the event of a breach or threatened breach by the Executive of Section 6 or Section 7, or Section 8 of this Agreement, the Executive hereby consents and agrees that the

Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.

10.      Arbitration .

10.1       General . Any controversy, dispute or claim between the Executive and Company, or any of its respective parents, subsidiaries, affiliates or any of their officers, directors, agents or other employees, relating to the Executive’s employment or the termination thereof, shall be resolved by final and binding arbitration, at the request of any party hereto. The arbitrability of any controversy, dispute or claim under this Agreement or any other agreement between the parties hereto shall be determined by application of the substantive provisions of the Federal Arbitration Act (9 U.S.C. sections 1 and 2) and by application of the procedural provisions of California law, except as provided herein. Arbitration shall be the exclusive method for resolving any dispute and all remedies available from a court of competent jurisdiction shall be available; provided, that either party may request provisional relief from a court of competent jurisdiction if such relief is not available in a timely fashion through arbitration. The claims which are to be arbitrated include, but are not limited to, any claim arising out of or relating to this Agreement or the employment relationship between the Executive and the Company, claims for wages and other compensation, claims for breach of contract (express or implied), claims for violation of public policy, wrongful termination, tort claims, claims for unlawful discrimination and/or harassment (including, but not limited to, race, religious creed, color, national origin, ancestry, physical disability, mental disability, gender identity or expression, medical condition, marital status, age, pregnancy, sex or sexual orientation) to the extent allowed by law, and claims for violation of any federal, state, or other government law, statute, regulation, or ordinance, except for claims for workers’ compensation and unemployment insurance benefits. This Agreement shall not be interpreted to provide for arbitration of any dispute that does not constitute a claim recognized under applicable law.  

10.2      Selection of Arbitrator . The Executive and the Company shall select a single neutral arbitrator by mutual agreement. If the Executive and the Company are unable to agree on a neutral arbitrator within thirty days of a demand for arbitration, either party may elect to obtain a list of arbitrators from the American Arbitration Association (“AAA”), and the arbitrator shall be selected by alternate striking of names from the list until a single arbitrator remains. The party initiating the arbitration shall be the first to strike a name. Any demand for arbitration must be in writing and must be made by the aggrieved party within the statute of limitations period provided under applicable state and/or federal law for the particular claim(s). Failure to make a written demand within the applicable statutory period constitutes a waiver of the right to assert that claim in any forum.

10.3      Venue; Process . Arbitration proceedings shall be held in Santa Barbara County, California. The arbitrator shall apply applicable state and/or federal substantive law to determine issues of liability and damages regarding all claims to be arbitrated, and shall

apply the Federal Rules of Evidence to the proceeding. The parties shall be entitled to conduct reasonable discovery and the arbitrator shall have the authority to determine what constitutes reasonable discovery. The arbitrator shall hear motions for summary judgment/adjudication as provided in the Federal Rules of Civil Procedure. Within thirty days following the hearing and the submission of the matter to the arbitrator, the arbitrator shall issue a written opinion and award which shall be signed and dated. The arbitrator’s award shall decide all issues submitted by the parties, but the arbitrator may not decide any issue not submitted. The opinion and award shall include factual findings and the reasons upon which the decision is based. The arbitrator shall be permitted to award only those remedies in law or equity which are requested by the parties and allowed by law. 

10.4      Costs . The parties shall each bear their own costs and fees.

10.5      Waiver of Rights . Both the Company and the Executive understand that, by agreeing to use arbitration to resolve disputes, they are giving up any right that they may have to a judge or jury trial with regard to all issues concerning employment or otherwise covered by this Section 10. 

11.      Left Blank Intentionally .

12.      Security .

12.1      Security and Access . The Executive agrees and covenants (a) to comply with all Company security policies and procedures as in force from time to time including without limitation those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, computer systems, e-mail systems, computer networks, document storage systems, software, data security, encryption, firewalls, passwords and any and all other Company facilities, IT resources and communication technologies (“ Facilities and Information Technology Resources ”); (b) not to access or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not to access or use any Facilities and Information Technology Resources in any manner after the termination of the Executive’s employment by the Company, whether termination is voluntary or involuntary. The Executive agrees to notify the Company promptly in the event he learns of any violation of the foregoing by others, or of any other misappropriation or unauthorized access, use, reproduction, or reverse engineering of, or tampering with any Facilities and Information Technology Resources or other Company property or materials by others.

12.2      Exit Obligations /Return of Company Property . Upon the termination of the Executive’s employment with the Employer for any reason, the Executive shall immediately return and deliver to the Employer any and all Company property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, PDAs, equipment, manuals, reports, files, books, compilations, work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives, and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited

to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company or any of its business associates or created by the Executive in connection with his employment by the Company. If at any time after the Employment Period, the Executive determines that he has any Proprietary Information or other such materials in his possession or control, or any copy thereof, the Executive shall immediately return to the Employer all such information and materials, including all copies and portions thereof. Nothing herein shall prevent the Executive from retaining a copy of his personal papers, information or documentation relating to his compensation.

13.      Publicity . The Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and licensees, of the Executive’s name, voice, likeness, image, appearance, and biographical information in, on or in connection with any pictures, photographs, audio and video recordings, digital images, websites, television programs and advertising, other advertising and publicity, sales and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes, and all other printed and electronic forms and media throughout the world, at any time during or after the period of his employment by the Company, for all legitimate commercial and business purposes of the Company (“ Permitted Uses ”) without further consent from or royalty, payment, or other compensation to the Executive. The Executive hereby forever waives and releases the Company and its directors, officers, employees, and agents from any and all claims, actions, damages, losses, costs, expenses, and liability of any kind, arising under any legal or equitable theory whatsoever at any time during or after the period of his employment by the Company, arising directly or indirectly from the Company’s and its agents’, representatives’, and licensees’ exercise of their rights in connection with any Permitted Uses.

14.      Governing Law: Jurisdiction and Venue . This Agreement, for all purposes, shall be construed in accordance with the laws of California without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in San Diego County, California.

15.      Entire Agreement . Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.

16.      Modification and Waiver . No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and Chairman of the Board of the Company. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

17.      Severability . Should any provision of this Agreement be held by an arbitrator to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.

The parties further agree that an arbitrator is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law.

The parties expressly agree that this Agreement as so modified by the arbitrator shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.

18.      Captions . Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

19.      Counterparts . This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

20.      Section 409A .

20.1      General Compliance . This Agreement is intended to comply with Section 409A of the Internal Revenue Code and the treasury promulgated thereunder (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

20.2      Specified Employees . Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Termination Date or, if earlier, on the Executive’s death (the “ Specified Employee Payment Date ”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date and interest on such amounts calculated based on the applicable federal rate published by the Internal Revenue Service for the month in which the Executive’s separation from service occurs shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

20.3      Reimbursements . To the extent required by Section 409A and Treasury regulation Section 1.409A-3(i)(1)(iv), each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

(a)     the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;

(b)     any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

(c)     any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

20.4      Tax Gross-ups . Any tax gross-up payments provided under this Agreement shall be paid to the Executive on or before December 31 of the calendar year immediately following the calendar year in which the Executive remits the related taxes.

21.      Successors and Assigns . This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported assignment by the Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors and assigns.

22.      Notice . Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):

If to the Company:

Royale Energy, Inc.

1870 Cordell Court, Suite 210

El Cajon, California 92020

Attention: Chairman

If to the Executive:

Johnny Jordan

104 W. Anamapu Street

Santa Barbara, California 93101

23.      Representations of the Executive . The Executive represents and warrants to the Company that the Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which he is a party or is otherwise bound. The Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer.

24.      Withholding . The Company shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

25.      Survival . Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

26.    Acknowledgement of Full Understanding . THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Exhibit A

Mr. Jordan currently serves on the board of managers of RMX Resources, LLC.

Through Mr. Jordan’s personal limited partnerships he owns:

Exhibit 10.3

COMPENSATION AGREEMENT

This Compensation Agreement is made to be effective from July 26, 2018, by and between Thomas M. Gladney (“Director”) and Royale Energy, Inc. ("Royale") (together, Director and Royale are each a "Party" and collectively, the "Parties"), who agree as follows:

1.     In compensation for management services rendered to Royale, Royale agrees to pay Director the sum of Seven Thousand Five Hundred Dollars ($7,500.00) per quarter. In addition, Royale agrees to pay Director the sum of One Thousand Dollars ($1,000.00) per quarter for each quarter in which he serves as chair of a committee of the board of directors. Such compensation shall be paid according to Royale’s standard policies on compensation of employees, dates of payment, withholding, employment status, etc.

2.     Director may, in his sole discretion, elect to receive all or any part of his compensation to be paid pursuant to this Agreement in shares of common stock issued by Royale (the “Shares”). In order to receive compensation payments in Shares, Director must notify the Company of the payment to be made in Shares, either as a dollar amount or as a percentage of the compensation to be paid for the period covered by the notice, using the form attached at the end of this Agreement. The form must be received at least two business days prior to the date on which the payment is expected to be made.

3.     The number of Shares to be delivered to Director as compensation for any payment period shall be determined by dividing the dollar amount of compensation for which the Director has elected to be paid in Shares by the closing price per share of the Company’s common stock on the OTC Markets quotation system (or, if the Company’s common stock becomes listed for trading, on the NASDAQ Stock Market, the closing price per share of the Company’s common stock on the NASDAQ Stock Market) the day immediately preceding the payment date or in the case of deferred compensation, the notice date.

4.     The amount to be paid to Director in Shares for any pay period may not exceed the gross amount of compensation due minus any amounts to be withheld by the Company pursuant to its standard practices for withholding taxes and other payments from compensation paid to employees and directors.

5.     This Agreement will terminate on the earlier of July 31, 2019, or the date on which Director’s service on Royale’s board of directors ceases for any reason.

6.     Director may, at his election, receive the shares either in certificated form or by DWAC transfer to a securities account designated by him. The Company will use its commercially reasonable best efforts to promptly instruct the Company’s transfer agent on the issuance and delivery of the shares as instructed by the Director.

7.     Royale will file a registration statement on Form S-8 (or, if Form S-8 is unavailable to register the Shares, the form which is most appropriate for registration of such

Shares) with the U.S. Securities and Exchange Commission (the "SEC") to register the Shares under the Securities Act of 1933.

8.     The Parties agree that the services for which Director is being compensated were not rendered in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for Royale's securities.

9.     This Agreement is entered in the State of California, and it shall be construed and interpreted in accordance with the laws of the State of California. The exclusive venue of any suit, claim or action arising under this Agreement shall lie exclusively with Superior Courts of San Diego County, California.

10.     This Agreement may be executed in multiple counterparts which shall be construed together as one document.

11.     Should any provision of this Agreement be declared or determined to be invalid or illegal, the validity of the remaining parts, terms or provisions shall not be affected thereby, and the illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.

12.     The signatures hereto warrant that they have authority to bind the Party for whom they act.

13.     This Agreement was approved by the Board of Directors of Royale Energy, Inc., on _______________, 2018.

In witness whereof, the Parties have executed this Agreement to be effective from July 26, 2018.

DELIVERY OF COMPENSATION IN SHARES

I authorize and direct Royale Energy to pay the above amount of compensation due to me in shares of common stock issued by Royale Energy as stated above (the “Shares”) as provided in my compensation agreement with the Company. I will cooperate with the Company providing for transfer and delivery of the shares and provision of any information and execution of any documents necessary for the transfer of the Shares and registration of the Shares with the Securities and Exchange Commission under the Securities Act of 1933.

____________________________

Exhibit 10.4

COMPENSATION AGREEMENT

This Compensation Agreement is made to be effective from July 26, 2018, by and between Jonathan Gregory (“Director”) and Royale Energy, Inc. ("Royale") (together, Director and Royale are each a "Party" and collectively, the "Parties"), who agree as follows:

1.     In compensation for management services rendered to Royale, Royale agrees to pay Director the sum of Seven Thousand Five Hundred Dollars ($7,500.00) per quarter. In addition, Royale agrees to pay Director the sum of One Thousand Dollars ($1,000.00) per quarter for each quarter in which he serves as chair of a committee of the board of directors. Such compensation shall be paid according to Royale’s standard policies on compensation of employees, dates of payment, withholding, employment status, etc.

2.     Director may, in his sole discretion, elect to receive all or any part of his compensation to be paid pursuant to this Agreement in shares of common stock issued by Royale (the “Shares”). In order to receive compensation payments in Shares, Director must notify the Company of the payment to be made in Shares, either as a dollar amount or as a percentage of the compensation to be paid for the period covered by the notice, using the form attached at the end of this Agreement. The form must be received at least two business days prior to the date on which the payment is expected to be made.

3.     The number of Shares to be delivered to Director as compensation for any payment period shall be determined by dividing the dollar amount of compensation for which the Director has elected to be paid in Shares by the closing price per share of the Company’s common stock on the OTC Markets quotation system (or, if the Company’s common stock becomes listed for trading, on the NASDAQ Stock Market, the closing price per share of the Company’s common stock on the NASDAQ Stock Market) the day immediately preceding the payment date or in the case of deferred compensation, the notice date.

4.     The amount to be paid to Director in Shares for any pay period may not exceed the gross amount of compensation due minus any amounts to be withheld by the Company pursuant to its standard practices for withholding taxes and other payments from compensation paid to employees and directors.

5.     This Agreement will terminate on the earlier of July 31, 2019, or the date on which Director’s service on Royale’s board of directors ceases for any reason.

6.     Director may, at his election, receive the shares either in certificated form or by DWAC transfer to a securities account designated by him. The Company will use its commercially reasonable best efforts to promptly instruct the Company’s transfer agent on the issuance and delivery of the shares as instructed by the Director.

7.     Royale will file a registration statement on Form S-8 (or, if Form S-8 is unavailable to register the Shares, the form which is most appropriate for registration of such

Shares) with the U.S. Securities and Exchange Commission (the "SEC") to register the Shares under the Securities Act of 1933.

8.     The Parties agree that the services for which Director is being compensated were not rendered in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for Royale's securities.

9.     This Agreement is entered in the State of California, and it shall be construed and interpreted in accordance with the laws of the State of California. The exclusive venue of any suit, claim or action arising under this Agreement shall lie exclusively with Superior Courts of San Diego County, California.

10.     This Agreement may be executed in multiple counterparts which shall be construed together as one document.

11.     Should any provision of this Agreement be declared or determined to be invalid or illegal, the validity of the remaining parts, terms or provisions shall not be affected thereby, and the illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.

12.     The signatures hereto warrant that they have authority to bind the Party for whom they act.

13.     This Agreement was approved by the Board of Directors of Royale Energy, Inc., on October 10, 2018.

In witness whereof, the Parties have executed this Agreement to be effective from July 26, 2018.

DELIVERY OF COMPENSATION IN SHARES

I authorize and direct Royale Energy to pay the above amount of compensation due to me in shares of common stock issued by Royale Energy as stated above (the “Shares”) as provided in my compensation agreement with the Company. I will cooperate with the Company providing for transfer and delivery of the shares and provision of any information and execution of any documents necessary for the transfer of the Shares and registration of the Shares with the Securities and Exchange Commission under the Securities Act of 1933.

____________________________

Exhibit 10.5

COMPENSATION AGREEMENT

This Compensation Agreement is made to be effective from July 26, 2018, by and between Harry E. Hosmer (“Chairman Emeritus”) and Royale Energy, Inc. ("Royale") (together, Chairman Emeritus and Royale are each a "Party" and collectively, the "Parties"), who agree as follows:

1.     In compensation for management services rendered to Royale, Royale agrees to pay Chairman Emeritus the sum of Seven Thousand Five Hundred Dollars ($7,500.00) per quarter. Such compensation shall be paid according to Royale’s standard policies on compensation of employees, dates of payment, withholding, employment status, etc.

2.     Chairman Emeritus may, in his sole discretion, elect to receive all or any part of his compensation to be paid pursuant to this Agreement in shares of common stock issued by Royale (the “Shares”). In order to receive compensation payments in Shares, Chairman Emeritus must notify the Company of the payment to be made in Shares, either as a dollar amount or as a percentage of the compensation to be paid for the period covered by the notice, using the form attached at the end of this Agreement. The form must be received at least two business days prior to the date on which the payment is expected to be made.

3.     The number of Shares to be delivered to Chairman Emeritus as compensation for any payment period shall be determined by dividing the dollar amount of compensation for which the Chairman Emeritus has elected to be paid in Shares by the closing price per share of the Company’s common stock on the OTC Markets quotation system (or, if the Company’s common stock becomes listed for trading, on the NASDAQ Stock Market, the closing price per share of the Company’s common stock on the NASDAQ Stock Market) the day immediately preceding the payment date or in the case of deferred compensation, the notice date.

4.     The amount to be paid to Chairman Emeritus in Shares for any pay period may not exceed the gross amount of compensation due minus any amounts to be withheld by the Company pursuant to its standard practices for withholding taxes and other payments from compensation paid to employees and directors.

5.     This Agreement will terminate on the earlier of July 31, 2019, or the date on which Chairman Emeritus’s service as Royale’s chairman emeritus ceases for any reason.

6.     Chairman Emeritus may, at his election, receive the shares either in certificated form or by DWAC transfer to a securities account designated by him. The Company will use its commercially reasonable best efforts to promptly instruct the Company’s transfer agent on the issuance and delivery of the shares as instructed by the Chairman Emeritus.

7.     Royale will file a registration statement on Form S-8 (or, if Form S-8 is unavailable to register the Shares, the form which is most appropriate for registration of such

Shares) with the U.S. Securities and Exchange Commission (the "SEC") to register the Shares under the Securities Act of 1933.

8.     The Parties agree that the services for which Chairman Emeritus is being compensated were not rendered in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for Royale's securities.

9.     This Agreement is entered in the State of California, and it shall be construed and interpreted in accordance with the laws of the State of California. The exclusive venue of any suit, claim or action arising under this Agreement shall lie exclusively with Superior Courts of San Diego County, California.

10.     This Agreement may be executed in multiple counterparts which shall be construed together as one document.

11.     Should any provision of this Agreement be declared or determined to be invalid or illegal, the validity of the remaining parts, terms or provisions shall not be affected thereby, and the illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.

12.     The signatures hereto warrant that they have authority to bind the Party for whom they act.

13.     This Agreement was approved by the Board of Directors of Royale Energy, Inc., on October 10, 2018.

In witness whereof, the Parties have executed this Agreement to be effective from July 26, 2018.

I authorize and direct Royale Energy to pay the above amount of compensation due to me in shares of common stock issued by Royale Energy as stated above (the “Shares”) as provided in my compensation agreement with the Company. I will cooperate with the Company providing for transfer and delivery of the shares and provision of any information and execution of any documents necessary for the transfer of the Shares and registration of the Shares with the Securities and Exchange Commission under the Securities Act of 1933.

____________________________

Exhibit 10.6

COMPENSATION AGREEMENT

This Compensation Agreement is made to be effective from July 26, 2018, by and between Barry Lasker (“Director”) and Royale Energy, Inc. ("Royale") (together, Director and Royale are each a "Party" and collectively, the "Parties"), who agree as follows:

1.     In compensation for management services rendered to Royale, Royale agrees to pay Director the sum of Seven Thousand Five Hundred Dollars ($7,500.00) per quarter. In addition, Royale agrees to pay Director the sum of One Thousand Dollars ($1,000.00) per quarter for each quarter in which he serves as chair of a committee of the board of directors. Such compensation shall be paid according to Royale’s standard policies on compensation of employees, dates of payment, withholding, employment status, etc.

2.     Director may, in his sole discretion, elect to receive all or any part of his compensation to be paid pursuant to this Agreement in shares of common stock issued by Royale (the “Shares”). In order to receive compensation payments in Shares, Director must notify the Company of the payment to be made in Shares, either as a dollar amount or as a percentage of the compensation to be paid for the period covered by the notice, using the form attached at the end of this Agreement. The form must be received at least two business days prior to the date on which the payment is expected to be made.

3.     The number of Shares to be delivered to Director as compensation for any payment period shall be determined by dividing the dollar amount of compensation for which the Director has elected to be paid in Shares by the closing price per share of the Company’s common stock on the OTC Markets quotation system (or, if the Company’s common stock becomes listed for trading, on the NASDAQ Stock Market, the closing price per share of the Company’s common stock on the NASDAQ Stock Market) the day immediately preceding the payment date or in the case of deferred compensation, the notice date.

4.     The amount to be paid to Director in Shares for any pay period may not exceed the gross amount of compensation due minus any amounts to be withheld by the Company pursuant to its standard practices for withholding taxes and other payments from compensation paid to employees and directors.

5.     This Agreement will terminate on the earlier of July 31, 2019, or the date on which Director’s service on Royale’s board of directors ceases for any reason.

6.     Director may, at his election, receive the shares either in certificated form or by DWAC transfer to a securities account designated by him. The Company will use its commercially reasonable best efforts to promptly instruct the Company’s transfer agent on the issuance and delivery of the shares as instructed by the Director.

7.     Royale will file a registration statement on Form S-8 (or, if Form S-8 is unavailable to register the Shares, the form which is most appropriate for registration of such

Shares) with the U.S. Securities and Exchange Commission (the "SEC") to register the Shares under the Securities Act of 1933.

8.     The Parties agree that the services for which Director is being compensated were not rendered in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for Royale's securities.

9.     This Agreement is entered in the State of California, and it shall be construed and interpreted in accordance with the laws of the State of California. The exclusive venue of any suit, claim or action arising under this Agreement shall lie exclusively with Superior Courts of San Diego County, California.

10.     This Agreement may be executed in multiple counterparts which shall be construed together as one document.

11.     Should any provision of this Agreement be declared or determined to be invalid or illegal, the validity of the remaining parts, terms or provisions shall not be affected thereby, and the illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.

12.     The signatures hereto warrant that they have authority to bind the Party for whom they act.

13.     This Agreement was approved by the Board of Directors of Royale Energy, Inc., on October 10, 2018.

In witness whereof, the Parties have executed this Agreement to be effective from July 26, 2018.

DELIVERY OF COMPENSATION IN SHARES

I authorize and direct Royale Energy to pay the above amount of compensation due to me in shares of common stock issued by Royale Energy as stated above (the “Shares”) as provided in my compensation agreement with the Company. I will cooperate with the Company providing for transfer and delivery of the shares and provision of any information and execution of any documents necessary for the transfer of the Shares and registration of the Shares with the Securities and Exchange Commission under the Securities Act of 1933.

____________________________

Exhibit 10.7

COMPENSATION AGREEMENT

This Compensation Agreement is made to be effective from July 26, 2018, by and between Mel G. Riggs (“Director”) and Royale Energy, Inc. ("Royale") (together, Director and Royale are each a "Party" and collectively, the "Parties"), who agree as follows:

1.     In compensation for management services rendered to Royale, Royale agrees to pay Director the sum of Seven Thousand Five Hundred Dollars ($7,500.00) per quarter. In addition, Royale agrees to pay Director the sum of One Thousand Dollars ($1,000.00) per quarter for each quarter in which he serves as chair of a committee of the board of directors. Such compensation shall be paid according to Royale’s standard policies on compensation of employees, dates of payment, withholding, employment status, etc.

2.     Director may, in his sole discretion, elect to receive all or any part of his compensation to be paid pursuant to this Agreement in shares of common stock issued by Royale (the “Shares”). In order to receive compensation payments in Shares, Director must notify the Company of the payment to be made in Shares, either as a dollar amount or as a percentage of the compensation to be paid for the period covered by the notice, using the form attached at the end of this Agreement. The form must be received at least two business days prior to the date on which the payment is expected to be made.

3.     The number of Shares to be delivered to Director as compensation for any payment period shall be determined by dividing the dollar amount of compensation for which the Director has elected to be paid in Shares by the closing price per share of the Company’s common stock on the OTC Markets quotation system (or, if the Company’s common stock becomes listed for trading, on the NASDAQ Stock Market, the closing price per share of the Company’s common stock on the NASDAQ Stock Market) the day immediately preceding the payment date or in the case of deferred compensation, the notice date.

4.     The amount to be paid to Director in Shares for any pay period may not exceed the gross amount of compensation due minus any amounts to be withheld by the Company pursuant to its standard practices for withholding taxes and other payments from compensation paid to employees and directors.

5.     This Agreement will terminate on the earlier of July 31, 2019, or the date on which Director’s service on Royale’s board of directors ceases for any reason.

6.     Director may, at his election, receive the shares either in certificated form or by DWAC transfer to a securities account designated by him. The Company will use its commercially reasonable best efforts to promptly instruct the Company’s transfer agent on the issuance and delivery of the shares as instructed by the Director.

7.     Royale will file a registration statement on Form S-8 (or, if Form S-8 is unavailable to register the Shares, the form which is most appropriate for registration of such

Shares) with the U.S. Securities and Exchange Commission (the "SEC") to register the Shares under the Securities Act of 1933.

8.     The Parties agree that the services for which Director is being compensated were not rendered in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for Royale's securities.

9.     This Agreement is entered in the State of California, and it shall be construed and interpreted in accordance with the laws of the State of California. The exclusive venue of any suit, claim or action arising under this Agreement shall lie exclusively with Superior Courts of San Diego County, California.

10.     This Agreement may be executed in multiple counterparts which shall be construed together as one document.

11.     Should any provision of this Agreement be declared or determined to be invalid or illegal, the validity of the remaining parts, terms or provisions shall not be affected thereby, and the illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.

12.     The signatures hereto warrant that they have authority to bind the Party for whom they act.

13.     This Agreement was approved by the Board of Directors of Royale Energy, Inc., on _______________, 2018.

In witness whereof, the Parties have executed this Agreement to be effective from July 26, 2018.

DELIVERY OF COMPENSATION IN SHARES

I authorize and direct Royale Energy to pay the above amount of compensation due to me in shares of common stock issued by Royale Energy as stated above (the “Shares”) as provided in my compensation agreement with the Company. I will cooperate with the Company providing for transfer and delivery of the shares and provision of any information and execution of any documents necessary for the transfer of the Shares and registration of the Shares with the Securities and Exchange Commission under the Securities Act of 1933.

____________________________

Exhibit 10.8

COMPENSATION AGREEMENT

This Compensation Agreement is made to be effective from July 26, 2018, by and between Robert Vogel (“Director”) and Royale Energy, Inc. ("Royale") (together, Director and Royale are each a "Party" and collectively, the "Parties"), who agree as follows:

1.     In compensation for management services rendered to Royale, Royale agrees to pay Director the sum of Seven Thousand Five Hundred Dollars ($7,500.00) per quarter. In addition, Royale agrees to pay Director the sum of One Thousand Dollars ($1,000.00) per quarter for each quarter in which he serves as chair of a committee of the board of directors. Such compensation shall be paid according to Royale’s standard policies on compensation of employees, dates of payment, withholding, employment status, etc.

2.     Director may, in his sole discretion, elect to receive all or any part of his compensation to be paid pursuant to this Agreement in shares of common stock issued by Royale (the “Shares”). In order to receive compensation payments in Shares, Director must notify the Company of the payment to be made in Shares, either as a dollar amount or as a percentage of the compensation to be paid for the period covered by the notice, using the form attached at the end of this Agreement. The form must be received at least two business days prior to the date on which the payment is expected to be made.

3.     The number of Shares to be delivered to Director as compensation for any payment period shall be determined by dividing the dollar amount of compensation for which the Director has elected to be paid in Shares by the closing price per share of the Company’s common stock on the OTC Markets quotation system (or, if the Company’s common stock becomes listed for trading, on the NASDAQ Stock Market, the closing price per share of the Company’s common stock on the NASDAQ Stock Market) the day immediately preceding the payment date or in the case of deferred compensation, the notice date.

4.     The amount to be paid to Director in Shares for any pay period may not exceed the gross amount of compensation due minus any amounts to be withheld by the Company pursuant to its standard practices for withholding taxes and other payments from compensation paid to employees and directors.

5.     This Agreement will terminate on the earlier of July 31, 2019, or the date on which Director’s service on Royale’s board of directors ceases for any reason.

6.     Director may, at his election, receive the shares either in certificated form or by DWAC transfer to a securities account designated by him. The Company will use its commercially reasonable best efforts to promptly instruct the Company’s transfer agent on the issuance and delivery of the shares as instructed by the Director.

7.     Royale will file a registration statement on Form S-8 (or, if Form S-8 is unavailable to register the Shares, the form which is most appropriate for registration of such

Shares) with the U.S. Securities and Exchange Commission (the "SEC") to register the Shares under the Securities Act of 1933.

8.     The Parties agree that the services for which Director is being compensated were not rendered in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for Royale's securities.

9.     This Agreement is entered in the State of California, and it shall be construed and interpreted in accordance with the laws of the State of California. The exclusive venue of any suit, claim or action arising under this Agreement shall lie exclusively with Superior Courts of San Diego County, California.

10.     This Agreement may be executed in multiple counterparts which shall be construed together as one document.

11.     Should any provision of this Agreement be declared or determined to be invalid or illegal, the validity of the remaining parts, terms or provisions shall not be affected thereby, and the illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.

12.     The signatures hereto warrant that they have authority to bind the Party for whom they act.

13.     This Agreement was approved by the Board of Directors of Royale Energy, Inc., on October 10, 2018.

In witness whereof, the Parties have executed this Agreement to be effective from July 26, 2018.

DELIVERY OF COMPENSATION IN SHARES

I authorize and direct Royale Energy to pay the above amount of compensation due to me in shares of common stock issued by Royale Energy as stated above (the “Shares”) as provided in my compensation agreement with the Company. I will cooperate with the Company providing for transfer and delivery of the shares and provision of any information and execution of any documents necessary for the transfer of the Shares and registration of the Shares with the Securities and Exchange Commission under the Securities Act of 1933.

____________________________

Exhibit 10.9

CONSULTING AGREEMENT

This Consulting Agreement (this “ Agreement ”) is entered into effective as of June 1, 2018, by and between Royale Energy, Inc., (“ Royale ”), and PEM Resources Limited Partnership (tax ID 22-3856853) (“ Consultant ”).

RECITALS

WHEREAS , Royale desires to engage Consultant for the purposes set forth in this Agreement; and

WHEREAS , Consultant desires to perform such services for Royale under the terms and conditions set forth in this Agreement.

NOW, THEREFORE , in consideration of the foregoing premises, and the mutual covenants, representations, warranties, and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Consultant and Royale, intending to be legally bound, hereby agree as follows:

1.      Services . Royale hereby engages Consultant to provide advisory services related to Royale’s operations as Consulting Senior Geologist and Business Advisor. Consultant will report directly to the Chief Executive Officer of Royale. Michael McCaskey will be the primary person who will be providing services for Consultant under this Agreement.

2.      Compensation .

(a)     Consultant hereby accepts the engagement described in paragraph 1 above. As compensation for his services, Royale agrees to pay Consultant a monthly retainer fee of $10,000.00 (the “ Retainer ”). You acknowledge that you will receive an IRS Form 1099-MISC from the Company, and that you shall be solely responsible for all federal, state, and local taxes, as set out in Section 6 of this Agreement. Royale agrees to pay Consultant a lump sum amount of $31,204.73 ¹ (representing the pro rata Retainer amount for the period March 1, 2018 through the date of this agreement along with any prior approved, due and unpaid expense reimbursements).

3.      Term . This Agreement will become effective upon execution and will remain in effect for one year after the date of execution. The Agreement is automatically renewable for additional one year terms unless either party notifies the other party at least 10 days prior to the end of the Agreement term of their intent not to renew. This Agreement may be terminated at any time by mutual agreement of the parties, and may be terminated by either party in the event of material breach by the other party, which breach is not cured within 30 days after written notice of the breach is given by the non-breaching party to the breaching party. In the event the Agreement is terminated, Consultant shall be entitled to the Retainer payable through the end of the month in which the Agreement is terminated.

4.      Expenses . Royale shall be responsible for paying all reasonable documented out-of-pocket expenses incurred by Consultant in connection with the performance of services under this Agreement including, but not limited to, expenses such as travel, data processing, production data acquisition, printing, copying, delivery and mailing. Expenses shall be billed to Royale concurrently with Fees and shall be due at the same time Fees are due. Consultant shall not incur expenses greater than $250.00 without Royale’s prior written approval.

5.      Confidentiality, Non-Disclosure, and Other Covenants .

(a)      Non-Disparagement . For so long as this Agreement remains in effect and thereafter, Consultant will not, directly or indirectly, in any individual or representative capacity whatsoever, make any statement, oral or written, or perform any act or omission which is or could be detrimental or disparaging in any material respect to the goodwill of the Royale. Nothing herein, however, prohibits consultant from testifying in a legal proceeding or participating in any manner in an investigation or proceeding with the Securities Exchange Commission or similar agency.

(b)      Covenant of Confidentiality . Consultant recognizes and acknowledges that he will be provided access to confidential information and trade secrets of Royale, and other entities doing business with Royale relating to research, development, marketing, financial, and other business-related activities or may discover, conceive, perfect, or develop, solely or jointly with others, inventions, discoveries, improvements, know-how, computer programs, or other technical, manufacturing, marketing, customer, and/or financial data and information, including, without limitation, access to information regarding the upgrading of current Royale products and the development of new products (hereinafter " Confidential Information "). Such Confidential Information constitutes valuable, special, and unique property of Royale, and/or other entities doing business with Royale. In consideration of such access to Confidential Information, Consultant will not, during or after the term of his employment by Royale, make any use of, or disclose any of such Confidential Information to any person or firm, corporation, association, or other entity for any reason or purpose whatsoever, except as is generally available to the public or as specifically allowed in writing by an authorized representative of Royale. This subs ection (b) will indefinitely survive the expiration or termination of this Agreement.

(c)      Return of Confidential Information . Upon the expiration of the term or termination of this Agreement, Consultant will surrender to Royale all tangible Confidential Information in the possession of, or under the control of, Consultant, including, but without limitation, the originals and all copies of all software, drawings, manuals, letters, notes, notebooks, reports, and all other media, material, and records of any kind, and all copies thereof pertaining to Confidential Information acquired or developed by Consultant during the term of Consultant's employment (including the period preceding the Effective Date).

(d)      Non-Solicitation . During the term of this Agreement and for a period of one year after termination of the Agreement (the Applicable Period), Consultant will not induce, or attempt to induce, any employee or independent contractor of Royale to cease such employment or contractual relationship with Royale. Consultant furthermore agrees that in the event an employee or independent contractor terminates their employment or contractual relationship with Royale, or such employee or independent contractor is terminated by Royale,

Consultant, without the prior written consent of Royale will not, during the Applicable Period, directly or indirectly, offer employment to, employ, or enter into any agreement or contract with (whether written or oral) such employee or independent contractor, or in any other manner deal with such employee or contractor; provided , that the provisions of this subsection (d) shall not apply to contacts with or solicitations of any person who was an associated person of Royale immediately prior to execution of the Purchase Agreement.

(e)      Right to Injunctive Relief . Consultant acknowledges that a violation or attempted violation on his part of any agreement in this Section 5 will cause irreparable damage to the Royale and its affiliates, and accordingly Consultant agrees that the Royale shall be entitled as a manner of right to an injunction, out of any court of competent jurisdiction restraining any violation or further violation of such agreements by Consultant; such right to an injunction, however, shall be cumulative and in addition to whatever other remedies the Royale may have. The terms and agreements set forth in this Section 5 shall survive the expiration of the term or termination of this Agreement for any reason. The existence of any claim of Consultant, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Royale of the agreements contained in this Section 5 .

6.      Independent Contractor . Royale and Consultant agree that in the performance of the services contemplated herein, Consultant shall be, and is, an independent contractor, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Consultant and Royale for any purpose. Consultant will be responsible for tools, equipment and all other supplies needed to fully perform its services under the contract. Consultant has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant. Consultant shall be solely responsible for, and shall hold Royale harmless from all matters relating to the payment of Consultant’s employees, including compliance with the Social Security Administration, Internal Revenue Service, withholdings and all other regulations governing such matters. Consultant has no authority (and shall not hold itself out as having authority) to bind Royale and Consultant shall not make any agreements or representations on Royale’s behalf without Royale’s prior written consent. Consultant and its employees or contractors will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Royale to its employees, and Royale will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers' compensation insurance on Consultant’s behalf. Consultant shall be responsible for, and shall indemnify Royale against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by Consultant in connection with the performance of the Services shall be your employees or contractors and you shall be fully responsible for them and indemnify Royale against any claims made by or on behalf of any such employee or contractor.

7.      Indemnification . Consultant is an independent contractor and not an employee for Royale, which agrees to hold Consultant harmless and indemnify it for any and all claims, lawsuits, judgements, or obligations, including counsel fees, experts’ fees and costs for suit arising as a result of work performed pursuant to the Agreement, which are not caused by, nor arise from, any act of Consultant or its employees or representatives, in whole or in part. This

Section does not minimize or restrict the contractual obligations of Royale to reimburse Consultant for expenses it incurs on behalf of Royale. The terms of this Section shall survive the termination of this Agreement.

8.      Miscellaneous .

(a)      Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF CALIFORNIA.

(b)      Entirety and Amendments . This Agreement embodies the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof; provided, however, that this Agreement does not supersede or terminate the obligations and assignments of Consultant arising under any separate assignment and nondisclosure agreement (however styled) that may have been, or may be, entered into between the Royale and Consultant. This Agreement may be amended or modified only in writing.

(c)      Notices . Any notice or other communication hereunder must be in writing to be effective and shall be deemed to have been given when personally delivered to Consultant or the Royale or, if mailed, on the third day after it is enclosed in an envelope and sent certified mail/return receipt requested in the United States mail. Either party may from time to time change its address for notification purposes by giving the other party written notice of the new address and the date upon which it will become effective. The address for each party for notices hereunder is as set forth on the signature page.

(d)      Attorney's Fees . In the event that either party is required to obtain the services of an attorney in order to enforce any right or obligation hereunder, the prevailing party shall be entitled to recover reasonable attorney's fees and court costs from the other party.

(e)      Assignability; Binding Nature . This Agreement is binding upon the Royale and Consultant and their respective successors, heirs, and assigns. The rights and obligations of the Royale hereunder may be assigned by the Royale to any entity that succeeds to all or substantially all of the assets of the Royale through merger, consolidation, liquidation, acquisition of assets, or otherwise.

(f)      Headings . The headings of paragraphs contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

(g)      Severability . If, but only to the extent that, any provision of this Agreement is declared or found to be illegal, unenforceable, or void, so that both the Royale and Consultant would be relieved of all obligations arising under such provision, it is the agreement of the Royale and Consultant that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent. If such amendment is not possible, another provision that is legal and enforceable and achieves the

same objective shall be substituted therefor. If the remainder of this Agreement is not affected by such declaration or finding and is capable of substantial performance by both the Royale and Consultant, then the remainder shall be enforced to the extent permitted by law.

(h)      Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed to be part of the same instrument.

Executed as of the date first set forth above by:

Royale Energy, Inc.                                 PEM Resources LP

By:      /s/ Rod Eson                                   /s/ Michael McCaskey

Name:     Rod Eson                                 Name:     Michael McCaskey

Title:     CEO                                           Title: President of the General Partner

¹ March, April, May bills that are with company

Exhibit 10.10

CONSULTING AGREEMENT

This Consulting Agreement (this “ Agreement ”) is entered into effective as of March 1, 2018, by and between Royale Energy, Inc., (“ Royale ”), and Meeteetse Limited Partnership (tax ID 56-2298132) (“ Consultant ”).

RECITALS

WHEREAS , Royale desires to engage Consultant for the purposes set forth in this Agreement; and

WHEREAS , Consultant desires to perform such services for Royale under the terms and conditions set forth in this Agreement.

NOW, THEREFORE , in consideration of the foregoing premises, and the mutual covenants, representations, warranties, and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Consultant and Royale, intending to be legally bound, hereby agree as follows:

1.      Services . Royale hereby engages Consultant to provide advisory services related to Royale’s operations as Consulting Senior Geologist and Business Advisor. Consultant will report directly to the Chief Executive Officer of Royale. Jeffrey Kerns will be the primary person who will be providing services for Consultant under this Agreement.

2.      Compensation .

(a)     Consultant hereby accepts the engagement described in paragraph 1 above. As compensation for his services, Royale agrees to pay Consultant a monthly retainer fee of $10,000.00 (the “ Retainer ”) for the period March 1, 2018 to June 30, 2018. After July 1, 2018, Royale agrees to pay Consultant $75/hr for services provided. Consultant will provide an invoice to Royale at the end of each month documenting hours worked in the previous month. Payment will be made in the form of Royale common stock to be issued each month within 45 days of receiving the invoice. Number of shares issued as compensation will be calculated based on the arithmetic average of the VWAPs of Royale’s common stock for each trading day of the calendar month covered by the invoice. Consultant acknowledges that he will receive an IRS Form 1099-MISC from the Company, and that he shall be solely responsible for all federal, state, and local taxes, as set out in Section 6 of this Agreement. Royale agrees to pay Consultant a lump sum amount of $40,000 (representing the Retainer amount for the period March 1, 2018 through the June 30, 2018) to be paid in the form of common stock. The number of shares to be issued will be calculated based on the arithmetic average of the VWAPs for the Royale common stock for each trading day between the dates March 1, 2018 to July 1, 2018. Shares will be issued by September 1, 2018. A 1 ½% penalty will be added for each month after September 1, 2018 that the shares are not issued.

(b)     In this Agreement, “ VWAP ” means, with respect to the Royale common stock on each trading day, the price determined by the first of the following clauses that applies:

(a) if the Common Shares are then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Shares for such Trading Day on the Trading Market on which the Common Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Shares are not then listed or quoted for trading on a Trading Market and if prices for the Common Shares are then reported in the “Pink Sheets” published by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the daily volume weighted average price of the Common Shares so reported for such Trading Day, or (c) in all other cases, the fair market value of one Common Share as determined by an independent appraiser selected in good faith by the Purchaser and reasonably acceptable to the Corporation, the fees and expenses of which shall be paid by the Corporation.

(c)     Consultant may, in his sole discretion, elect to receive all or any part of his compensation to be paid pursuant to this Agreement in shares of common stock issued by Royale (the “Shares”). In order to receive compensation payments in Shares, Consultant must notify the Company of the payment to be made in Shares, either as a dollar amount or as a percentage of the compensation to be paid for the period covered by the notice, using the form attached at the end of this Agreement. The form must be received at least two business days prior to the date on which the payment is expected to be made.

3.      Term . This Agreement will become effective upon execution and will remain in effect for one year after the date of execution. The Agreement is automatically renewable for additional one year terms unless either party notifies the other party at least 10 days prior to the end of the Agreement term of their intent not to renew. This Agreement may be terminated at any time by mutual agreement of the parties, and may be terminated by either party in the event of material breach by the other party, which breach is not cured within 30 days after written notice of the breach is given by the non-breaching party to the breaching party. In the event the Agreement is terminated, Consultant shall be entitled to the Retainer payable through the end of the month in which the Agreement is terminated.

4.      Expense s . Royale shall be responsible for paying all reasonable documented out-of-pocket expenses incurred by Consultant in connection with the performance of services under this Agreement including, but not limited to, expenses such as travel, data processing, production data acquisition, printing, copying, delivery and mailing. Expenses shall be billed to Royale concurrently with Fees and shall be due at the same time Fees are due. Consultant shall not incur expenses greater than $250.00 without Royale’s prior written approval.

5.      Confidentiality, Non-Disclosure, and Other Covenants .

(a)      Non-Disparagement . For so long as this Agreement remains in effect and thereafter, Consultant will not, directly or indirectly, in any individual or representative capacity whatsoever, make any statement, oral or written, or perform any act or omission which is or could be detrimental or disparaging in any material respect to the goodwill of the Royale. Nothing herein, however, prohibits consultant from testifying in a legal proceeding or participating in any manner in an investigation or proceeding with the Securities Exchange Commission or similar agency.

(b)      Covenant of Confidentiality . Consultant recognizes and acknowledges that he will be provided access to confidential information and trade secrets of Royale, and other entities doing business with Royale relating to research, development, marketing, financial, and other business-related activities or may discover, conceive, perfect, or develop, solely or jointly with others, inventions, discoveries, improvements, know-how, computer programs, or other technical, manufacturing, marketing, customer, and/or financial data and information, including, without limitation, access to information regarding the upgrading of current Royale products and the development of new products (hereinafter " Confidential Information "). Such Confidential Information constitutes valuable, special, and unique property of Royale, and/or other entities doing business with Royale. In consideration of such access to Confidential Information, Consultant will not, during or after the term of his employment by Royale, make any use of, or disclose any of such Confidential Information to any person or firm, corporation, association, or other entity for any reason or purpose whatsoever, except as is generally available to the public or as specifically allowed in writing by an authorized representative of Royale. This subsection (b) will indefinitely survive the expiration or termination of this Agreement.

(c)      Return of Confidential Information . Upon the expiration of the term or termination of this Agreement, Consultant will surrender to Royale all tangible Confidential Information in the possession of, or under the control of, Consultant, including, but without limitation, the originals and all copies of all software, drawings, manuals, letters, notes, notebooks, reports, and all other media, material, and records of any kind, and all copies thereof pertaining to Confidential Information acquired or developed by Consultant during the term of Consultant's employment (including the period preceding the Effective Date).

(d)      Non-Solicitation . During the term of this Agreement and for a period of one year after termination of the Agreement (the Applicable Period), Consultant will not induce, or attempt to induce, any employee or independent contractor of Royale to cease such employment or contractual relationship with Royale. Consultant furthermore agrees that in the event an employee or independent contractor terminates their employment or contractual relationship with Royale, or such employee or independent contractor is terminated by Royale, Consultant, without the prior written consent of Royale will not, during the Applicable Period, directly or indirectly, offer employment to, employ, or enter into any agreement or contract with (whether written or oral) such employee or independent contractor, or in any other manner deal with such employee or contractor; provided , that the provisions of this subsection (d) shall not apply to contacts with or solicitations of any person who was an associated person of Royale immediately prior to execution of the Purchase Agreement.

(e)      Right to Injunctive Relief . Consultant acknowledges that a violation or attempted violation on his part of any agreement in this Section 5 will cause irreparable damage to the Royale and its affiliates, and accordingly Consultant agrees that the Royale shall be entitled as a manner of right to an injunction, out of any court of competent jurisdiction restraining any violation or further violation of such agreements by Consultant; such right to an injunction, however, shall be cumulative and in addition to whatever other remedies the Royale may have. The terms and agreements set forth in this Section 5 shall survive the expiration of the term or termination of this Agreement for any reason. The existence of any claim of Consultant, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Royale of the agreements contained in this Section 5 .

(f)      Independent Contractor . Royale and Consultant agree that in the performance of the services contemplated herein, Consultant shall be, and is, an independent contractor, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Consultant and Royale for any purpose. Consultant will be responsible for tools, equipment and all other supplies needed to fully perform its services under the contract. Consultant has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant. Consultant shall be solely responsible for, and shall hold Royale harmless from all matters relating to the payment of Consultant’s employees, including compliance with the Social Security Administration, Internal Revenue Service, withholdings and all other regulations governing such matters. Consultant has no authority (and shall not hold itself out as having authority) to bind Royale and Consultant shall not make any agreements or representations on Royale’s behalf without Royale’s prior written consent. Consultant and its employees or contractors will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Royale to its employees, and Royale will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers' compensation insurance on Consultant’s behalf. Consultant shall be responsible for, and shall indemnify Royale against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by Consultant in connection with the performance of the Services shall be your employees or contractors and you shall be fully responsible for them and indemnify Royale against any claims made by or on behalf of any such employee or contractor.

6.      Indemnification . Consultant is an independent contractor and not an employee for Royale, which agrees to hold Consultant harmless and indemnify it for any and all claims, lawsuits, judgements, or obligations, including counsel fees, experts’ fees and costs for suit arising as a result of work performed pursuant to the Agreement, which are not caused by, nor arise from, any act of Consultant or its employees or representatives, in whole or in part. This Section does not minimize or restrict the contractual obligations of Royale to reimburse Consultant for expenses it incurs on behalf of Royale. The terms of this Section shall survive the termination of this Agreement.

7.      Miscellaneous .

(a)      Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF CALIFORNIA.

(b)      Entirety and Amendments . This Agreement embodies the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof; provided, however, that this Agreement does not supersede or terminate the obligations and assignments of Consultant arising under any separate assignment and nondisclosure agreement (however styled) that may have been, or may be, entered into

between the Royale and Consultant. This Agreement may be amended or modified only in writing.

(c)      Notices . Any notice or other communication hereunder must be in writing to be effective and shall be deemed to have been given when personally delivered to Consultant or the Royale or, if mailed, on the third day after it is enclosed in an envelope and sent certified mail/return receipt requested in the United States mail. Either party may from time to time change its address for notification purposes by giving the other party written notice of the new address and the date upon which it will become effective. The address for each party for notices hereunder is as set forth on the signature page.

(d)      Attorney's Fees . In the event that either party is required to obtain the services of an attorney in order to enforce any right or obligation hereunder, the prevailing party shall be entitled to recover reasonable attorney's fees and court costs from the other party.

(e)      Assignability; Binding Nature . This Agreement is binding upon the Royale and Consultant and their respective successors, heirs, and assigns. The rights and obligations of the Royale hereunder may be assigned by the Royale to any entity that succeeds to all or substantially all of the assets of the Royale through merger, consolidation, liquidation, acquisition of assets, or otherwise.

(f)      Headings . The headings of paragraphs contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

(g)      Severability . If, but only to the extent that, any provision of this Agreement is declared or found to be illegal, unenforceable, or void, so that both the Royale and Consultant would be relieved of all obligations arising under such provision, it is the agreement of the Royale and Consultant that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent. If such amendment is not possible, another provision that is legal and enforceable and achieves the same objective shall be substituted therefor. If the remainder of this Agreement is not affected by such declaration or finding and is capable of substantial performance by both the Royale and Consultant, then the remainder shall be enforced to the extent permitted by law.

(h)      Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed to be part of the same instrument.

Executed as of the date first set forth above by:

Royale Energy, Inc.                                                   Meeteetse LP , by Hot Springs Ranch

                                                                                 Corp., its General Partner

By:            /s/ Stephen M Hosmer                                /s/ Jeffrey R Kerns

Name:      Stephen M. Hosmer                                   Name: Jeffrey R Kerns

Title:        Chief Financial Officer                              Title: Vice President of 

                                                                                            Hot Springs Ranch Corp.

Exhibit 10.11

Incentive Stock Option Award Agreement

This Incentive Stock Option Award Agreement (this “ A ward A greement ”) is made and entered into as of October 10, 2018, by and between Royale Energy, Inc., a Delaware corporation (the “ Company ”) and Stephen M. Hosmer (the “ Participant ”).

Grant Date: October 10, 2018

Exercise Price per Share: $0.31

Number of Option Shares: 250,000

1.      Grant of Option .

1.1      Grant; Type of Option . The Company grants to the Participant an option (the “ Option ”) to purchase the total number of shares of Common Stock of the Company equal to the number of Option Shares set forth above, at the Exercise Price per Share set forth above. The Option is granted pursuant to the terms of Royale Energy, Inc., 2018 Equity Incentive Plan (the “ Plan ”). The Option is intended to be an incentive stock option within the meaning of Section 422 of the Code, although the Company makes no representation or guarantee that the Option will qualify as an incentive stock option. To the extent that the aggregate Fair Market Value (determined on the Grant Date) of the shares of Common Stock with respect to which incentive stock options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as non-qualified stock options.

1.2      Consideration; Subject to Plan . The grant of the Option is made in consideration of the services to be rendered by the Participant to the Company and is subject to the terms and conditions of the Plan. Capitalized terms used but not defined herein will have the meaning ascribed to them in the Plan.

2.        Exercise Period; Vesting .

2.1      Vesting Schedule . The Option will become vested and exercisable immediately in accordance with Section 6.7 of the Plan.

2.2      Expiration . The Option will expire ten years from the Grant Date set forth above, in accordance with Section 6.1 of the Plan.

3.        Termination of Continuous Service .

3.1      Termination for Cause and Voluntary Termination . If the Participant’s Continuous Service is terminated for cause, the unexercised portion of the Option shall terminate on the date of termination. In this Section, “Cause” means:

(a)     the Participant's failure to perform his duties (other than any such failure resulting from incapacity due to physical or mental illness);

(b)     the Participant's failure to comply with any valid and legal directive of the person to whom the Participant then reports;

(c)     the Participant's engagement in dishonesty, illegal conduct or misconduct, which is, in each case, injurious to the Company or its affiliates;

(d)     the Participant's embezzlement, misappropriation or fraud, whether or not related to the Participant's employment with the Company;

(e)     the Participant's conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude;

(f)     the Participant's violation of a material policy of the Company; or

(g)     the Participant's breach of any material obligation under this Agreement or any other written agreement between the Participant and the Company.

3.2      Termination without Cause . If the Participant’s Continuous Services is terminated other than for Cause, the Participant may exercise the Option, but only within such period of time ending on the earlier of: (a) the date 3 months following the Participant’s termination of Continuous Service or (b) the Expiration Date.

3.3      Termination due to Disability . If the Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may exercise the Option, but only within such period of time ending on the earlier of: (a) the date 12 months following the Participant’s termination of Continuous Service or (b) the Expiration Date.

3.4      Termination due to Death . If the Participant’s Continuous Service terminates as a result of the Participant’s death, or if the Participant dies within three months of the termination of the Participant’s Continuous Service (or within 12 months of the termination of the Participant’s Continuous Service as a result of the Participant’s Disability), the Option may be exercised by the Participant’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance, or by the person designated to exercise the Option upon the Participant’s death, but in all of those three cases only within the time period ending on the earlier of: (a) the date 12 months following the Participant’s date of death or (b) the Expiration Date.

4.        Manner of Exercise .

4.1      Election to Exercise . To exercise the Option, the Participant (or in the case of exercise after the Participant’s death or incapacity, the Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in such form as is approved by the Committee from time to time (the “ Exercise Agreement ”), which shall set forth, inter alia:

(a)     the election to exercise the Option;

(b)     the number of shares of Common Stock being purchased;

(c)     any restrictions imposed on the shares; and

(d)     any representations, warranties and agreements regarding investment intent and access to information as may be required by the Company to comply with applicable securities laws.

If someone other than the Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option. 

4.2      Payment of Exercise Price . The entire Exercise Price of the Option shall be payable in full at the time of exercise to the extent permitted by applicable statutes and regulations, either:

(a)     in cash or by certified or bank check at the time the Option is exercised;

(b)     to the extent permitted under Regulation T of the Federal Reserve Board, by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the Company to deliver to such broker the stock certificates for the shares issued pursuant to such exercise and irrevocable instructions to such broker to deliver to the Company on or before the settlement date cash in an amount necessary to pay the aggregate Option Price for the shares being purchased, and, if requested by the Company, the amount of any federal, state, local or foreign withholding taxes;

(c)     by instructing the Administrator to withhold a number of shares being issued upon exercise of the Option having a Fair Market Value (defined in the Plan) on the date of exercise equal to the aggregate exercise price of the exercised Option

(d)     by any combination of the foregoing methods; or

(e)     in any other form of legal consideration that may be acceptable to the Company.

4.3      Issuance of Shares . Provided that the Exercise Agreement and payment are in form and substance satisfactory to the Company, the Company shall issue the shares of Common Stock registered in the name of the Participant, the Participant’s authorized assignee, or the Participant’s legal representative which shall be evidenced by stock certificates representing the shares with the appropriate legends affixed thereto, appropriate entry on the books of the Company or of a duly authorized transfer agent, or other appropriate means as determined by the Company.

5.      No Right to Continued Employment; No Rights as Stockholder . Neither the Plan nor this Award Agreement shall confer upon the Participant any right to be retained in any

position, whether as an Employee or Director of the Company. Further, nothing in the Plan or this Award Agreement shall be construed to limit the discretion of the Company to terminate the Participant’s Continuous Service at any time, with or without cause. The Participant shall not have any rights as a stockholder with respect to any shares of Common Stock subject to the Option unless and until certificates representing the shares have been issued by the Company to the holder of such shares, or the shares have otherwise been recorded on the books of the Company or of a duly authorized transfer agent as owned by such holder.

6.      Transferability . The Option is not transferable by the Participant other than to a designated beneficiary upon the Participant’s death or by will or the laws of descent and distribution, and is exercisable during the Participant’s lifetime only by him or her. No assignment or transfer of the Option, or the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except to a designated beneficiary upon the Participant’s death or by will or the laws of descent or distribution) will vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Option will terminate and become of no further effect.

7.      Adjustments . The shares of Common Stock subject to the Option may be adjusted or terminated in any manner as contemplated by Section 11 of the Plan.

8.      Tax Liability and Withholding . Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“ Tax-Related Items ”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, exercise of the Option, or the subsequent sale of any shares acquired on exercise; and (b) does not commit to structure the Option to reduce or eliminate the Participant’s liability for Tax-Related Items.

9.      Qualification as an Incentive Stock Option . This Option is intended to qualify as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Applicable Law. Accordingly, the Participant understands that in order to obtain the benefits of an incentive stock option, no sale or other disposition may be made of shares for which incentive stock option treatment is desired within one (1) year following the date of exercise of the Option or within two (2) years from the Grant Date. The Participant understands and agrees that the Company shall not be liable or responsible for any additional tax liability the Participant incurs if the Internal Revenue Service for any reason determines that this Option does not qualify as an incentive stock option within the meaning of the Code.

10.      Disqualifying Disposition . If the Participant disposes of the shares of Common Stock before the expiration of either two (2) years from the Grant Date or one (1) year from the date the shares are transferred to the Participant pursuant to the exercise of the Option (a “ Disqualifying Disposition ”), the Participant shall notify the Company in writing of the date and terms of such disposition within thirty (30) days after such disposition. The Participant also agrees to provide the Company with any information concerning any such disposition as the Company requires for tax purposes.

11.      Repurchase on Termination for Cause or Voluntary Termination . In the event that Participant’s employment with the Company is terminated for Cause or voluntarily by Participant within one (1) year after grant of this Option, the Company shall have the option to repurchase any and all shares of Common Stock which may have been purchased upon exercise of the Option at any time within one (1) years from the date of such termination at the purchase price(s) paid for such equity interests by Optionee.

12.      Compliance with Law . The exercise of the Option and the issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state securities laws. No shares of Common Stock shall be issued pursuant to this Option unless and until any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Participant understands that the Company is under no obligation to register the shares with the Securities and Exchange Commission, any state securities commission, or any stock exchange to effect such compliance.

13.      Notices . Any notice required to be delivered to the Company under this Award Agreement shall be in writing and addressed to the Secretary of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Award Agreement shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

14.      Governing Law . This Award Agreement will be construed and interpreted in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

15.      Interpretation . Any dispute regarding the interpretation of this Award Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company.

16.      Options Subject to Plan . This Award Agreement is subject to the Plan as approved by the Company’s stockholders. The terms and provisions of the Plan as it may be amended from time to time are incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

17.      Successors and Assigns . The Company may assign any of its rights under this Award Agreement. This Award Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Award Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the persons to whom this Award Agreement may be transferred by will or the laws of descent or distribution.

18.      Severability . The invalidity or unenforceability of any provision of the Plan or this Award Agreement shall not affect the validity or enforceability of any other provision of the

Plan or this Award Agreement, and each provision of the Plan and this Award Agreement shall be severable and enforceable to the extent permitted by law.

19.      Discretionary Nature of Plan and Awards . The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Option in this Award Agreement does not create any contractual right or other right to receive any Options or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company.

20.      Amendment . The Committee has the right to amend, alter, suspend, discontinue, or cancel the Option, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant’s material rights under this Award Agreement without the Participant’s consent.

21.      No Impact on Other Benefits . The value of the Participant’s Option is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance, or similar employee benefit.

22.      Counterparts . This Award Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Award Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

23.      Acceptance . The Participant hereby acknowledges receipt of a copy of the Plan and this Award Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all of the terms and conditions of the Plan and this Award Agreement. The Participant acknowledges that adverse tax consequences may occur upon exercise of the Option or disposition of the underlying shares and that the Participant should consult a tax advisor before such exercise or disposition.

IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement as of the date first above written.